Common use of Buyer Acknowledgement Clause in Contracts

Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE SALE ASSETS ON AN “AS-IS WHERE-IS” BASIS AND ASSUMING THE ASSUMED OBLIGATIONS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) BY SELLER OR LICENSEE AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER AND LICENSEE HAVE NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE SALE ASSETS (OR ANY PART THEREOF), THE ASSUMED OBLIGATIONS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SALE ASSETS (OR ANY PART THEREOF), OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT, ANY USE OF THE SALE ASSETS, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF THE SALE ASSETS OR THE FACILITIES, AND SELLER AND LICENSEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE SALE ASSETS, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT FROM AND AFTER THE CLOSING DATE. BUYER HAS OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE SALE ASSETS, ASSUMED OBLIGATIONS, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE SALE ASSETS AND ASSUMING THE ASSUMED OBLIGATIONS AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER AND LICENSEES HAVE MADE NO REPRESENTATIONS AND WARRANTIES AND SHALL MAKE NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OF THE BUSINESSES OR OPERATIONS CONDUCTED IN THE SALE ASSETS, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT. BUYER REPRESENTS AND WARRANTS TO SELLER AND LICENSEES, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO THIS AGREEMENT SOLELY ON THE BASIS OF THE RESULTS OF BUYER’S OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THIS SECTION 3.1, AS BETWEEN SELLER AND LICENSEES ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY BUYER.

Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT THE BUYER IS ACQUIRING THE SALE ASSETS PROPERTY ON AN “AS-IS WHERE-IS” BASIS AND ASSUMING THE ASSUMED OBLIGATIONSBASIS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) BY SELLER OR LICENSEE AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER AND LICENSEE HAVE HAS NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENTIMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE SALE ASSETS PROPERTY (OR ANY PART THEREOF), THE ASSUMED OBLIGATIONS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SALE ASSETS PROPERTY (OR ANY PART THEREOF), OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT, ANY USE OF THE SALE ASSETSPROPERTY, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF THE SALE ASSETS PROPERTY OR THE FACILITIES, AND SELLER AND LICENSEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE SALE ASSETSPROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT FROM AND AFTER THE CLOSING DATEREQUIREMENT. BUYER HAS OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE SALE ASSETS, ASSUMED OBLIGATIONSPROPERTY, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE SALE ASSETS AND ASSUMING THE ASSUMED OBLIGATIONS PROPERTY AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER AND LICENSEES HAVE HAS MADE NO REPRESENTATIONS AND WARRANTIES AND SHALL MAKE NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OF THE BUSINESSES OR OPERATIONS CONDUCTED IN THE SALE ASSETS, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENTPROPERTY. BUYER REPRESENTS AND WARRANTS TO SELLER AND LICENSEESTHE SELLER, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO THIS AGREEMENT SOLELY ON THE BASIS OF THE RESULTS OF BUYER’S THEIR OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THIS SECTION 3.1THE PRECEDING SENTENCE, AS BETWEEN SELLER AND LICENSEES ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY BUYER.

Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF THE SALE ASSETS ON AN “AS-IS WHERE-IS” BASIS AND ASSUMING THE ASSUMED OBLIGATIONSGROUP COMPANIES, WITHOUT REPRESENTATIONSELLER NOR ANY OF THEIR RESPECTIVE RELATED PARTIES HAVE MADE ANY REPRESENTATIONS, WARRANTY WARRANTIES OR COVENANT STATEMENTS (INCLUDING BY OMISSION) OF ANY KIND OR NATURE EXPRESS OR IMPLIED OTHER THAN (INCLUDING ANY RELATING TO THE EXPRESS FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, THE PROSPECTS, OR THE QUALITY, QUANTITY OR CONDITION OF ANY OF THE GROUP COMPANIES’ ASSETS) TO BUYER OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR ANY REPRESENTATIONS CONTAINED AND WARRANTIES MADE BY THE SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT) BY ARTICLE III AND ARTICLE IV or any agreement, document or instrument executed by seller in connection with this agreement. NEITHER THE GROUP COMPANIES NOR SELLER MAKES OR LICENSEE PROVIDES, AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER BUYER AND LICENSEE HAVE NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ITS AFFILIATES HEREBY WAIVE, ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE SALE ASSETS (OR ANY PART THEREOF), THE ASSUMED OBLIGATIONS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT AS TO THE SALE QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE GROUP COMPANIES’ ASSETS (OR ANY PART THEREOF)THEREOF EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV OR ANY AGREEMENT, OTHER THAN DOCUMENT OR INSTRUMENT EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED AND WARRANTIES MADE BY SELLER EXPRESSLY SET FORTH IN ARTICLE III AND ARTICLE IV OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT, ANY USE OF THE SALE ASSETS, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF THE SALE ASSETS OR THE FACILITIES, AND SELLER AND LICENSEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE SALE ASSETS, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT FROM AND AFTER THE CLOSING DATE. BUYER HAS OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE SALE ASSETS, ASSUMED OBLIGATIONS, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING ACQUIRING THE SALE ASSETS AND ASSUMING THE ASSUMED OBLIGATIONS INTERESTS ON AN “AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER AND LICENSEES HAVE MADE NO REPRESENTATIONS AND WARRANTIES AND SHALL MAKE NO REPRESENTATIONS AND WARRANTIES IS, WHERE IS” BASIS, WITH RESPECT TO ANY OF THE BUSINESSES OR OPERATIONS CONDUCTED IN THE SALE ASSETS, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT. BUYER REPRESENTS AND WARRANTS TO SELLER AND LICENSEES, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO THIS AGREEMENT SOLELY ON THE BASIS OF THE RESULTS OF BUYER’S OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THIS SECTION 3.1, AS BETWEEN SELLER AND LICENSEES ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY BUYERFAULTS.

Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE SALE ASSETS ON AN “AS-IS WHERE-IS” BASIS AND ASSUMING THE ASSUMED OBLIGATIONS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED ”. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT) AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, NEITHER SELLER, NOR ANYONE ACTING FOR OR LICENSEE AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER AND LICENSEE HAVE NOT MADE NOR SHALL BE DEEMED TO HAVE ON BEHALF OF SELLER, HAS MADE ANY REPRESENTATION, WARRANTY WARRANTY, PROMISE OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE SALE ASSETS (OR ANY PART THEREOF), THE ASSUMED OBLIGATIONS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVERSTATEMENT, EXPRESS OR IMPLIED, WITH RESPECT TO PURCHASER, OR TO ANYONE ACTING FOR OR ON BEHALF OF BUYER, CONCERNING THE SALE ASSETS (PROPERTY, INCLUDING, WITHOUT LIMITATION, THE USE OR DEVELOPMENT THEREOF. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, BUYER HAS NOT RELIED ON ANY PART THEREOF)REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER, OR ANYONE ACTING FOR OR ON BEHALF OF SELLER, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT, ANY USE OF THE SALE ASSETS, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF THE SALE ASSETS OR THE FACILITIES, AND SELLER AND LICENSEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE SALE ASSETS, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT FROM AND AFTER THE CLOSING DATE. BUYER HAS OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE SALE ASSETS, ASSUMED OBLIGATIONS, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE SALE ASSETS AND ASSUMING THE ASSUMED OBLIGATIONS AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT AND IN ANY AGREEMENT SIGNED BY SELLER AND LICENSEES HAVE MADE NO REPRESENTATIONS DELIVERED TO BUYER AT THE CLOSING, BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS-IS” AND “WITH ALL FAULTS” STATE OF REPAIR. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, (i) ALL MATTERS OF CONCERN TO BUYER SHALL MAKE NO REPRESENTATIONS BE INDEPENDENTLY VERIFIED PRIOR TO THE CLOSING TO THE EXTENT REASONABLY POSSIBLE AND (ii) BUYER SHALL PURCHASE THE PROPERTY BASED ON BUYER’S OWN PRIOR DUE DILIGENCE INVESTIGATIONS, INSPECTIONS AND EXAMINATIONS OF THE PROPERTY (OR BUYER’S ELECTION NOT TO DO SO). EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, BUYER WAIVES, EFFECTIVE AS OF THE CLOSING, AND SELLER DOES HEREBY DISCLAIM, ALL WARRANTIES OF ANY TYPE OR KIND WHATSOEVER WITH RESPECT TO THE PROPERTY, INCLUDING, BY WAY OF DESCRIPTION BUT NOT LIMITATION, THOSE OF FITNESS FOR A PARTICULAR PURPOSE AND USE, TENANTABILITY OR HABITABILITY. NOTHING IN THIS SECTION 8(r) SHALL BE CONSTRUED TO WAIVE, NEGATE, LIMIT OR DIMINISH SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING. BUYER IS A SOPHISTICATED BUYER WHICH IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF HEALTH CARE, SKILLED NURSING AND ASSISTED LIVING FACILITIES AND REAL ESTATE PROJECTS SIMILAR TO THE PROPERTY. THIS SECTION 8(r) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING DATE AND SHALL NOT BE DEEMED TO HAVE MERGED INTO ANY OF THE BUSINESSES DOCUMENTS EXECUTED OR OPERATIONS CONDUCTED IN THE SALE ASSETSDELIVERED AT CLOSING. For purposes of this Agreement, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENTthe phrase “to Seller’s actual knowledge” or words of similar import shall mean the actual knowledge of Jxxxxxx Xxxxx. BUYER REPRESENTS AND WARRANTS TO SELLER AND LICENSEES, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO THIS AGREEMENT SOLELY ON THE BASIS OF THE RESULTS OF BUYER’S OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THIS SECTION 3.1, AS BETWEEN SELLER AND LICENSEES ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY BUYERSeller represents that Jxxxxxx Xxxxx is the most knowledgeable person regarding the Property and the operations of each Facility.

Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE SALE PURCHASED ASSETS ON AN “AS-IS WHERE-ARE BEING ACQUIRED "AS IS” BASIS AND ASSUMING THE ASSUMED OBLIGATIONS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) BY SELLER OR LICENSEE AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER AND LICENSEE HAVE NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER WHERE IS" AS TO THE VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE SALE ASSETS (OR ANY PART THEREOF), THE ASSUMED OBLIGATIONS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SALE ASSETS (OR ANY PART THEREOF), OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT, ANY USE OF THE SALE ASSETS, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF THE SALE ASSETS OR THE FACILITIES, AND SELLER AND LICENSEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE SALE ASSETS, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT FROM AND AFTER THE CLOSING DATE. BUYER HAS OR , AND IN THEIR CONDITION AS OF THE CLOSING DATE, AND THAT PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE CLOSING, BUYER HAS CONDUCTED TO INSPECT ITS SATISFACTION ALL NECESSARY AND SUFFICIENT EXAMINATION OF THE SALE ASSETS, PURCHASED ASSETS AND ASSUMED OBLIGATIONSLIABILITIES, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING RELYING ON ITS OWN EXAMINATION OF THE SALE PURCHASED ASSETS AND ASSUMING THE ASSUMED OBLIGATIONS AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. LIABILITIES, AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER AND LICENSEES HAVE MADE NO REPRESENTATIONS AND WARRANTIES AND SHALL MAKE NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OF THE BUSINESSES OR OPERATIONS CONDUCTED IN THE SALE ASSETS, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED AS EXPRESSLY PROVIDED IN THIS AGREEMENT. BUYER REPRESENTS FURTHER ACKNOWLEDGES AND WARRANTS TO AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE PURCHASED ASSETS AND LICENSEES, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO ASSUMED LIABILITIES SET FORTH IN THIS AGREEMENT SOLELY ON THE BASIS (OTHER THAN THOSE SET FORTH IN SECTION 6.1) SHALL Execution Version - Confidential TERMINATE AS OF THE RESULTS OF BUYER’S OWN INSPECTIONSCLOSING DATE, AND ALL RISKS INCIDENT THAT FOLLOWING THE CLOSING DATE, BUYER SHALL HAVE NO RECOURSE AGAINST SELLER OR ANY OF ITS AFFILIATES WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES AND/OR OTHERWISE WITH RESPECT TO THE MATTERS DESCRIBED IN THIS SECTION 3.1, AS BETWEEN SELLER PURCHASED ASSETS AND LICENSEES ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY BUYERASSUMED LIABILITIES. The provisions of this Section 6.3 shall survive termination of this Agreement after the Closing.