Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. The Purchasers are informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and purchase of the Securities and companies such as the Sold Entities as contemplated hereunder. Buyer has undertaken such a sufficient investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Buyer agrees to accept the Preferred Shares Securities and the Sold Entities in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Sold Entities or the future business and operations of the Company and Sold Entities or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Subsidiaries Securities or the Sold Entities or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Purchaser is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets as contemplated hereunder. Purchaser has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to acknowledges and agrees that, except as provided herein, the Closing such further investigation Purchased Assets are sold “as is” and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares Purchased Assets and the Business in the condition they are in on the Closing Date based upon on its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Purchaser or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or the future business and operations of the Company and the Subsidiaries Business or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Purchaser or its representatives with respect to the Business.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchasers, purchaser experienced in the evaluation and have purchase of assets such as the Subject Business. Buyer has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior Buyer agrees, subject to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees express terms hereof, to accept the Preferred Shares Purchased Assets and assume the Assumed Liabilities in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as other than those expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser except as expressly set forth in this Agreement, Buyer acknowledges that the Company Seller makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or Purchased Assets or the future business and operations of thereof or any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company and Business or the Subsidiaries except as expressly set forth in this AgreementPurchased Assets or the businesses or operations thereof.

Inspections; No Other Representations. The Purchasers Investors are informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser Investor will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Investor agrees to accept the Preferred New Common Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Investor acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers the Investors of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Companies as contemplated hereunder. Buyer has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and Agreement without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Buyer acknowledges that Seller has given Buyer complete and open access to the key employees, documents and facilities of the Companies. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty warranty, express or implied, with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Company and its Subsidiaries Companies or the future business and operations of any of the Company Companies, (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Companies or their respective businesses or operations or (iii) any other matter (including the quality of PR Bank’s loan portfolio), except, in the case of clauses (ii) and the Subsidiaries except (iii), as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Seller is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and investment in companies such as Buyer as contemplated hereunder. Seller has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Seller agrees to accept the Preferred Shares Aggregate Equity Consideration based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanyBuyer, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Seller acknowledges that the Company Buyer makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Buyer and its Subsidiaries or the future business and operations of the Company Buyer and the its Subsidiaries or (ii) any other information or documents made available to Seller or its counsel, accountants or advisors with respect to Buyer or its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser Buyer will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Buyer agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanyCorporation, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Corporation makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Corporation and its the Subsidiaries or the future business and operations of the Company Corporation and the Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Seller is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and purchase of securities such as the MPC Shares as contemplated hereunder. Seller has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery purchase of the MPC Shares as contemplated hereunder. Seller acknowledges and performance of this Agreement. Each Purchaser will undertake prior to agrees that it is acquiring the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred MPC Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanyBuyer, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Seller acknowledges that the Company Buyer makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and MPC or (ii) any other information or documents made available to Seller or its Subsidiaries counsel, accountants or the future business and operations of the Company and the Subsidiaries advisors with respect to MPC, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets and the Shares as contemplated hereunder. Buyer has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior Buyer acknowledges that Seller has given Buyer complete and open access to the Closing such further investigation and request such additional key employees, documents and information facilities of the Business. Buyer acknowledges and agrees that the Purchased Assets and the Shares are sold “as it deems necessary. Each Purchaser is” and Buyer agrees to accept the Preferred Shares Purchased Assets and the Business in the condition they are in on the Closing Date based upon on its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or the future business and operations of the Company and the Subsidiaries Business or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Business.

Inspections; No Other Representations. The Purchasers are informed and sophisticated purchasers, and have Purchaser has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this AgreementAgreement and the Purchaser Ancillary Documents. Each Purchaser will undertake prior acknowledges that Seller has given Purchaser complete and open access to the Closing such further investigation key Business Employees and request such additional to the documents and information as it deems necessaryfacilities of Seller directly related to the Business. Each Purchaser agrees to accept the Preferred Shares Business in the condition it is in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or the future business and operations of the Company and Business or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Subsidiaries Business, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser Buyer will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Buyer agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanyCorporation, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Corporation makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Corporation and its the Subsidiaries or the future business and operations of the Company Corporation and the Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Corporation or the Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are ------------------------------------- informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the New Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets as contemplated hereunder. Buyer has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser Buyer will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Buyer agrees to accept the Preferred Shares Purchased Assets in the condition they are in on the Closing Date based upon on its own inspection, examination and determination with respect thereto as to all matters, matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly the representations and warranties of Seller and Parent set forth in this AgreementAgreement and the other Transaction Agreements. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or the future business and operations of the Company and Business or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Subsidiaries Business, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the New Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are informed Buyer has such knowledge and sophisticated purchasersexperience in financial and business matters, and have undertaken such investigation is capable of evaluating the merits and have risks of the transactions contemplated by this Agreement and the Transaction Documents. Buyer has conducted its own independent investigation, analysis and evaluation of the Purchased Assets, the Assumed Liabilities and the Business and acknowledges that it has been provided with adequate access to the personnel, properties, assets, premises, books and have evaluated such records, and other documents and information as they deem necessary data of the Business for such purpose. In making its decision to enable them enter into this Agreement and to make an informed decision with respect to consummate the executiontransactions contemplated hereby, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares based Buyer has relied solely upon its own inspection, examination investigation and determination with respect thereto as to all matters, the express representations and without reliance upon any express or implied representations or warranties of any nature made by or on behalf or imputed to the Company, except as Seller and its Affiliates expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or the future business and operations of the Company and the Subsidiaries Business or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Business.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the entry into transactions such as the Contemplated Transactions. Buyer has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser Buyer will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept Buyer acknowledges that in accepting and purchasing the Preferred Shares based upon its own inspectionShares, examination the Company and determination with respect thereto as to all matters, and without reliance the Business has not relied upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller or its Affiliates, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and delivered to or made available to Buyer or its counsel, actuaries, accountants or advisors prior to the Subsidiaries date hereof or (ii) any other information or documents delivered to Buyer prior to the date hereof with respect to the Company or the Business, except in each case as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are ------------------------------------- informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have undertaken has engaged expert advisors, experienced in the evaluation and purchase of property and assets such investigation as the Purchased Subsidiaries and have been provided with the Shares as contemplated hereunder. Buyer acknowledges and have evaluated such documents agrees that the Purchased Subsidiaries and information the Shares are sold on an “as they deem necessary to enable them to make an informed decision with respect to the execution, delivery is where is” basis and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Buyer agrees to accept the Preferred Purchased Subsidiaries and the Shares based upon its own inspection, examination and determination with respect thereto as to all matters, in the condition they are in on the Closing Date and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in ‎Article 3 of this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Purchased Subsidiaries or the their future business and operations of the Company and the Subsidiaries or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Purchased Subsidiaries.

Inspections; No Other Representations. The Purchasers are informed and sophisticated purchasers, and have Purchaser has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this AgreementAgreement and the Purchaser Ancillary Documents; provided, however, that such inquiry and investigation shall not limit or vitiate any rights which Purchaser may have under this Agreement or any other Transaction Document. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares Business in the condition it is in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this AgreementAgreement or any other Transaction Document. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or the future business and operations of the Company and Business or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Subsidiaries Business, except as expressly set forth in this AgreementAgreement or any other Transaction Document.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have undertaken has engaged expert advisors, experienced in the evaluation and purchase of property and assets such investigation as the Purchased Assets as contemplated hereunder. Buyer acknowledges that Seller has given Buyer complete and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect open access to the execution, delivery key employees and performance facilities of this Agreementthe Business. Each Purchaser will undertake prior to Buyer acknowledges and agrees that the Closing such further investigation Purchased Assets are sold “as is” and request such additional documents Buyer agrees on behalf of itself and information as it deems necessary. Each Purchaser agrees the Company to accept the Preferred Shares based upon its own inspection, examination Purchased Assets and determination with respect thereto as to all matters, and the Business in the condition they are in on the Closing Date without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that Buyer and the Company acknowledge that Seller makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Business or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this AgreementBusiness.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have has undertaken such investigation and have has been provided with and have has evaluated such documents and information as they deem it has deemed necessary to enable them it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser Buyer will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Buyer agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanyCorporation, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Corporation makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Corporation and its the Subsidiaries or the future business and operations of the Company Corporation and the Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. The Purchasers are Buyer is an informed and sophisticated purchaserspurchaser, and have undertaken has engaged expert advisors, experienced in the evaluation and purchase of property and assets such investigation as the Purchased Subsidiaries and have been provided with the Shares as contemplated hereunder. Buyer acknowledges and have evaluated such documents agrees that the Purchased Subsidiaries and information the Shares are sold on an “as they deem necessary to enable them to make an informed decision with respect to the execution, delivery is where is” basis and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser Buyer agrees to accept the Preferred Purchased Subsidiaries and the Shares based upon its own inspection, examination and determination with respect thereto as to all matters, in the condition they are in on the Closing Date and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in Article 3 of this Agreement. Without limiting the generality of the foregoing, each Purchaser Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Purchased Subsidiaries or the their future business and operations of the Company and the Subsidiaries or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Purchased Subsidiaries.

Inspections; No Other Representations. The Purchasers are informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares and the Company Entities on the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes Seller make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchasers Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Company and its Subsidiaries Entities or the future business and operations of any of the Company and Entities or (ii) operations or any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to any of the Subsidiaries Company Entities or their respective businesses or operations, except as expressly set forth in this Agreement. Notwithstanding the foregoing, nothing in this Section 4.5 shall limit, affect or impair the ability of Purchaser, its successors or assigns to rely upon the representations, warranties, covenants and obligations of Seller set forth herein.