Common use of Acknowledgment and Representations by Buyer Clause in Contracts

Acknowledgment and Representations 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 Group Companies, and (ii) has been furnished with or given full access to all information about the Group Companies and their respective businesses and operations as Buyer and its representatives and advisors have requested. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Seller set forth in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement and in the certificates or other instruments delivered pursuant hereto, none of the Group Companies or any of their respective directors, officers, employees, Affiliates, equityholders, 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 respective 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 any Group Company heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates.

Acknowledgment and Representations by Buyer. Buyer acknowledges and agrees that it (ia) 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 Group Companies, Business and (iib) has been furnished with or given full access to all such information about the Group Companies Business and their respective businesses and operations the Purchased Assets as Buyer and its representatives and advisors have 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 and Seller set forth in this Agreement, and Buyer acknowledges that, other than except for Fraud or as otherwise set forth in this Agreement and in the certificates or other instruments delivered pursuant heretoAgreement, none of the Group Companies or neither Seller nor any of their respective its directors, officers, employees, Affiliates, equityholders, agents or representatives makes or has made any representation or warranty, either express or implied, (ai) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement and or (bii) 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 any Group Company Station or the Business heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates. Without limiting the generality of the foregoing, except for Fraud or as otherwise set forth in this Agreement, no Seller Group Member has made and shall not be deemed to have made, any representations or warranties in the materials relating to the Business, the Purchased Assets and the Assumed Liabilities made available to Buyer, including due diligence materials, memoranda or similar materials, or in any presentation of the Business by management of Seller or others in connection with the transactions contemplated hereby, and no statement (contained in any such materials or made in any such presentation) shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing delivering and performing this Agreement and transactions contemplated hereby. It is understood that any cost estimates, projections or other predictions, including, but not limited to, any offering memorandum or similar materials made available to Buyer and its representatives and advisors are not and shall not be deemed to be or to include any representations or warranties of Seller.

Acknowledgment and Representations by Buyer. Buyer acknowledges and agrees that it (ia) has conducted made its own independent review and analysis of, investigations into and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Group CompaniesCompany and its Subsidiaries, and (iib) has been furnished provided with or given full adequate access to all information about such information, documents and other materials relating to the Group Companies Company and its Subsidiaries and their respective businesses and operations as Buyer it has deemed necessary to enable it to form such independent judgment, (c) has had such time as it deems necessary and its representatives appropriate to fully and advisors have requestedcompletely review and analyze such information, documents and other materials and (d) has been provided an opportunity to ask questions of Seller and the Company with respect to such information, documents and other materials. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Seller set forth in this AgreementArticle II, and Buyer acknowledges that, other than as except for the representations and warranties set forth in this Agreement and in the certificates or other instruments delivered pursuant heretoArticle II, (x) none of Seller, the Group Companies Company or any of its Subsidiaries or any of their respective directors, officers, employees, Affiliates, equityholders, agents Representatives or representatives Affiliates makes or has made any representation or warranty, either express or implied, including any implied warranty of merchantability or suitability, (ai) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, representatives, lenders Representatives or Affiliates prior to the execution of this Agreement and or (bii) 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 or any Group Company of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or any of its Representatives or Affiliates and (y) it has not been induced by or relied upon any representation, warranty, inducement, promise or other statement, express or implied, made by Seller, the Company or any of its Subsidiaries or any of their respective agentsRepresentatives, representatives, lenders Affiliates or Affiliatesany other Person.

Acknowledgment and Representations 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 Group Companies, and (ii) has been furnished with or given full access to all information about the Group Companies and their respective businesses and operations as Buyer and its representatives and advisors have requestedCompany. In entering into this AgreementAgreement and the Ancillary Documents, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company Seller Parties expressly contained in Article 3 and Seller set forth Article 4, as applicable (in this Agreementeach case, as qualified by the Disclosure Schedules), or any Ancillary Document to which Buyer is a party, and Buyer acknowledges Buyer, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that, other than as set forth in this Agreement Article 3 and in Article 4 or any Ancillary Document to which Buyer is a party, neither the certificates or other instruments delivered pursuant hereto, none of the Group Companies or Seller Parties nor any of their respective directors, officers, employees, Affiliates, equityholders, agents Representatives or representatives any other Person makes or has made any representation or warranty, either express or implied, (ai) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its Affiliates or its or their respective agents, representatives, lenders or Affiliates Representatives prior to the execution of this Agreement and or (bii) with respect to any projections, forecasts, estimates, plans plans, pro forma financial information 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 any Group the Company or its respective business heretofore or hereafter delivered to or made available to Buyer or any of its Affiliates or its or their respective agentsRepresentatives. Without limiting the generality of the foregoing, representativesBuyer, lenders on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that neither the Seller Parties nor any of their Representatives or Affiliates.any other Person (A) makes or has made, and shall not be deemed to have made, other than as set forth in Article 3 and Article 4 or any Ancillary Document to which Buyer is a Party, any representations or warranties in the materials relating to the business, assets or liabilities of the Company made available to Buyer, including due diligence materials, memoranda or similar materials, or in any presentation of the business of the Company by management or other Representatives of any of the foregoing, any of their respective Affiliates in connection with the Transactions, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement, the Ancillary Documents to which Buyer is a party and the Transactions; or (B) will have or be subject to any liability to Buyer or any of its Representatives or any other Person resulting from the distribution to or use by Buyer or any of its Representatives of such due diligence materials, memoranda, projections, forecasts and other materials (including materials made available in “data rooms”), or of any information in any presentation of the business of the Company by management or other Representatives of any of the foregoing, any of their respective Affiliates in connection with the Transactions, or of any discussion with respect to any of the foregoing, other than based on Fraud. Other than as set forth in Article 3 and Article 4 or any Ancillary Document to which Buyer is a party, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, any offering memorandum or similar materials made available to Buyer and its Representatives and advisors are not and shall not be deemed to be or to include representations or warranties of Seller, the Company or any of their respective Representatives or any other Person, and are

Acknowledgment and Representations by Buyer. Buyer acknowledges and agrees that it (ia) has conducted its own independent review and analysis of, and, based thereonthereon and on the representations and warranties of the Company and the Sellers set forth in this Agreement, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Group CompaniesPurchased Entities, and (iib) has been furnished with or given full access to all such information about the Group Companies Purchased Entities and their respective businesses and operations as Buyer and its representatives and advisors have requestedit has requested through provision in the VDR. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Seller the Sellers set forth in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement and in the certificates or other instruments delivered at Closing pursuant hereto, none of the Group Companies Purchased Entities, or the Sellers, or any of their respective directors, officers, employees, Affiliates, equityholdersstockholders, agents or representatives makes or has made any representation or warranty, either express or implied, including (ax) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement and or (by) 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 any Group Company Purchased Entity heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates.

Acknowledgment and Representations by Buyer. Buyer acknowledges and agrees that it (i) has conducted its own independent review and analysis of, of and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Group Companies, and (ii) has been furnished with or given full access to all information about the Group Companies and their respective businesses and operations as Buyer and its representatives and advisors have requested. In entering into this Agreement, Buyer has relied solely _ upon its own investigation and analysis and the representations and warranties of the Company and the Seller expressly set forth in this Agreement, and Buyer acknowledges that, other than as expressly set forth in this Agreement and in the certificates or other instruments delivered pursuant hereto, none of the Group Companies or any of their respective directors, officers, employees, Affiliates, equityholdersstockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (ax) with respect to any of the Group Companies or their respective businesses, (y) as to the accuracy or completeness of the Confidential Information Memorandum dated April 2013, any of the information “teaser” or “management presentation” provided or to Buyer and documents and materials made available to Buyer in the “data room” or any of its respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement and (bz) 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 any Group Company heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates.

Acknowledgment and Representations by Buyer. Subject to Fraud, Buyer acknowledges and agrees that 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 Group Companies, and (ii) has been furnished with or given full access to all information about the Group Companies and their respective businesses and operations as Buyer and its representatives and advisors have requested. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Seller set forth in this Agreement, the other Transaction Documents and the certificates and other instruments delivered pursuant hereto and thereto, and Buyer acknowledges that, other than as set forth in this Agreement Agreement, the other Transaction Documents, and in the certificates or other instruments delivered pursuant heretohereto and thereto, none of the Group Companies or any of their respective directors, officers, employees, Affiliates, equityholders, 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 respective 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 any Group Company heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates. Nothing contained in this Section 5.8 shall in any manner limit or restrict a claim for Fraud.

Acknowledgment and Representations 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 Group Companies, Companies and (ii) has been furnished with or given full sufficient access to all information about the Group Companies and their respective businesses and operations as Buyer and its representatives and advisors have requestedoperations. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Seller set forth in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement and in the certificates or other instruments delivered pursuant hereto, none of the Group Companies or any of their respective directors, officers, employees, Affiliates, equityholders, 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 Made Available to Buyer or any of its respective 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 any Group Company heretofore or hereafter delivered to or made available Made Available to Buyer or any of its respective agents, representatives, lenders or Affiliates.

Acknowledgment and Representations 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, and operations and prospects of the Group Companies, and (ii) has been furnished with or given full access to all information about the Group Companies and their respective businesses and operations as Buyer and its representatives and advisors have requested. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company Company, the Blocker and Seller Sellers expressly set forth in this Agreement (and has not relied on any other representations or warranties other than those expressly set forth herein), and Buyer (on behalf of itself and its Affiliates) acknowledges that, other than as expressly set forth in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement and in the certificates or other instruments delivered pursuant hereto, none of Sellers, Blocker, the Group Companies or any of their respective directors, officers, employees, Affiliates, equityholdersstockholders, 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 respective agents, representatives, lenders or Affiliates prior to the execution of this Agreement Agreement, and (b) with respect to any omissions, 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 Sellers, or any Group Company heretofore or hereafter delivered to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates. Notwithstanding anything in this Agreement to the contrary, the Parties agree and acknowledge that the representations made in this Section 5.9 shall not be deemed to limit the remedies of a Buyer Indemnitee with respect to any Actual Fraud.

Acknowledgment and Representations by Buyer. Buyer acknowledges and agrees that it (ia) has conducted made its own independent review and analysis of, investigations into and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Group CompaniesCompany and its Subsidiaries, and (iib) has been furnished provided with or given full adequate access to all information about such information, documents and other materials relating to the Group Companies Company and its Subsidiaries and their respective businesses and operations as Buyer it has deemed necessary to enable it to form such independent judgment, (c) has had such time as it deems necessary and its representatives appropriate to fully and advisors have requestedcompletely review and analyze such information, documents and other materials and (d) has been provided an opportunity to ask questions of Seller and the Company with respect to such information, documents and other materials. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company and Seller set forth in this AgreementArticle II, and Buyer acknowledges that, other than as except for the representations and warranties set forth in this Agreement and in the certificates or other instruments delivered pursuant heretoArticle II, (x) none of Seller, the Group Companies Company or any of its Subsidiaries or any of their respective directors, officers, employees, Affiliates, equityholders, agents Representatives or representatives Affiliates makes or has made any representation or warranty, either express or implied, including any implied warranty of merchantability or suitability, (ai) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its respective agents, representatives, lenders Representatives or Affiliates prior to the execution of this Agreement and or (bii) 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 or any Group Company of its Subsidiaries heretofore or hereafter delivered to or made available to Buyer or any of its Representatives or Affiliates and (y) it has not been induced by or relied upon any representation, warranty, inducement, promise or 27 other statement, express or implied, made by Seller, the Company or any of its Subsidiaries or any of their respective agentsRepresentatives, representatives, lenders Affiliates or Affiliatesany other Person. Article IV.