Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and 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 has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect 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 Sellers, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Purchased Business or the future business and operations of the Purchased Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased Business, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior acknowledges that the Company has given Buyer access to Closing such further investigation and request such additional the key employees, documents and information as it deems necessaryfacilities of the Company and the Company Subsidiaries. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Company and the Purchased Business Company Subsidiaries in the condition they are in on at the Closing Date Effective Time based on 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 SellersCompany or any other person, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that neither the Sellers make no Company nor any Stockholder has made or makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Purchased Business Company and the Company Subsidiaries or the future business and operations of the Purchased Business Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased BusinessCompany or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement. The agreements, acknowledgements and representations made by Buyer pursuant to this Section are made for and on behalf of itself and MergerCo.

Inspections; No Other Representations. Parent and Buyer is an are informed and sophisticated purchaserpurchasers, and has have engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Company and its Subsidiaries as contemplated hereunder. Parent and Buyer has have undertaken such investigation and has been provided with and has evaluated such documents and information as it has they have deemed necessary to enable it them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreementthe Transaction Documents. Buyer and Parent acknowledge that The Limited and its Affiliates have given Parent and Buyer access to key employees, documents and facilities of the Company and its Subsidiaries and, to the extent related to the Company or any Subsidiary, The Limited and its Affiliates. Parent and Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems they deem necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees Parent agree to accept the Purchased Assets Shares and the Purchased Business Company in the condition they are in on the Closing Date based on its upon their 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 nature, whether in writing, oral or otherwise, made by or on behalf of or imputed to the SellersThe Limited or any of its Affiliates, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Parent and Buyer acknowledges acknowledge that the Sellers The Limited and its Affiliates make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or 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 Purchased Business Company and its Subsidiaries or the future business and operations of the Purchased Business Company and its Subsidiaries or (ii) any other information or documents made available to Buyer Buyer, Parent or its their counsel, accountants or advisors with respect to the Purchased BusinessCompany, its Subsidiaries, The Limited, any of The Limited's Affiliates or any of the foregoing business, assets, liabilities or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, advisors experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets as Company and its Subsidiary and the transactions contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Transition Services Agreement. Buyer will undertake acknowledges that it has been given access to the key employees, documents and facilities of the Company and its Subsidiary and has undertaken, prior to Closing the date hereof, such further investigation and request such additional documents and information review as it deems has deemed necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Company and the Purchased Business its Subsidiary in the condition they are in on at the Closing Date based on 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 SellersSeller, or any other Person, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers make no Seller has not made any representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to 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 Purchased Business Company or its Subsidiary or the future business and operations of the Purchased Business Company or its Subsidiary, or (iib) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased BusinessCompany or its Subsidiary or their respective businesses or operations, except as expressly set forth in this Agreement. The agreements, acknowledgments and representations made by Buyer pursuant to this Section 5.8 are made for and on behalf of itself.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Companies and the Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer hereby acknowledges and affirms that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby it has relied solely on (A) its own investigation of the Companies and (B) the representations, warranties and covenants of the Seller contained in this Agreement. Seller acknowledges and agrees that Buyer’s inspection shall not be asserted as defense against Buyer or its Affiliates in any proceeding alleging, or otherwise limit the Purchased Assets are sold “as is” rights of Buyer and Buyer agrees its Affiliates (pursuant to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on its own inspection, examination and determination Section 11.02 or otherwise) with respect to all mattersto, and without reliance upon any express or implied representations or warranties breach of any nature made by representation or on behalf of or imputed to the Sellers, except as warranty expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers make no none of Seller or any of its Affiliates, counsel, advisors, accountants or other representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Purchased Business any Companies or any Subsidiaries or the future business and operations of the Purchased Business any Companies or any Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, advisors, accountants or advisors other representatives with respect to the Purchased Businessany Companies or any Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets as contemplated hereunder. Buyer has Parent have undertaken such investigation and has have been provided with and has have evaluated such documents and information as it has they have deemed necessary to enable it them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer and Parent acknowledge that Seller has given Buyer and Parent complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries. Buyer and Parent will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Interests and the Purchased Business Company in the condition they are in on the Closing Date based on upon its own inspection, examination and determination with respect thereto as to all matters, including with respect to the properties, assets and facilities of the Company and its Subsidiaries, Title Defects and environmental 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 SellersSeller, except in each case as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges and Parent acknowledge that the Sellers make Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or Parent of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Purchased Business Company and its Subsidiaries or the future business and operations of the Purchased Business Company and its Subsidiaries or (ii) any other information or documents made available to Buyer or its Parent or their counsel, accountants or advisors with respect to the Purchased BusinessCompany or its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer Rxxx is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets and the Acquired JV NewCo Equity Interests as contemplated hereunder. Buyer Rxxx has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer Ruby acknowledges and agrees agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Emerald Entities), that the Purchased Assets and Acquired JV NewCo Equity Interests are sold “as is” and Buyer agrees Ruby and such Affiliates agree to accept the Purchased Assets Assets, Acquired JV NewCo Equity Interests and the Purchased Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect 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 SellersExxxxxx, in each case, except as expressly set forth in this Agreement, including Article 3. Without limiting the generality of the foregoing, Buyer acknowledges that Ruby acknowledges, on its own behalf and on behalf of its Affiliates (including, after the Sellers make Closing, the Emerald Entities), that, except as expressly set forth in this Agreement (including Article 3), Exxxxxx makes no representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to Buyer Ruby 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 Purchased Business or the future business and operations of the Purchased Business or (iib) any other information or documents made available to Buyer Ruby or its counsel, accountants or advisors Representatives with respect to the Purchased Business, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Purchased Assets Shares as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer acknowledges that Seller has given Buyer complete and open access to the employees, documents and facilities of the Companies. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Shares and the Purchased Business businesses of the Companies in the condition they are in on the Closing Date based on 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 Seller or on behalf any Company or any of its or imputed to the Sellerstheir respective directors, officers, employees, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in this AgreementArticle 3 or Article 4. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers make no none of Seller, any Company or any of its or their Affiliates makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future operations, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Purchased Business or the future business and operations businesses of the Purchased Business Companies or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased Businessbusinesses of the Companies, except as expressly set forth in this AgreementArticle 3 or Article 4.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets equity interests such as the Purchased Assets Interests and companies such as the Company as contemplated hereunder. Buyer has undertaken such a sufficient investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Interests and the Purchased Business assets and properties of the Company and its Subsidiaries in the condition they are in on the Closing Date based on 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 Seller or the SellersCompany, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller and the Sellers Company make no representation or warranty with respect to (i) any projectionsprojections (including with respect to any future development projects and/or the viability thereof), estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows flows, or future financial condition (or any component thereof) of the Purchased Business Company and its Subsidiaries or the future business business, operations and operations growth projects and developments of the Purchased Business Company or its Subsidiaries, (ii) the taxation of or the characterization for tax purposes of any income, profits, revenues or receipts of the Company or its Subsidiaries, or (iiiii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased BusinessInterests or the Company or its assets, businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Company and the Company Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Company and the Purchased Business Company Subsidiaries in the condition they are in on at the Closing Date Effective Time based on 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 SellersCompany or any other person, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that neither the Sellers make no Company nor any Stockholder has made or makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Purchased Business Company and the Company Subsidiaries or the future business and operations of the Purchased Business Company and the Company Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased BusinessCompany or the Company Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement. The agreements, acknowledgements and representations made by Buyer pursuant to this Section are made for and on behalf of itself and MergerCo.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Purchased Assets Units as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior acknowledges that Seller has given Buyer access to Closing the employees, documents and facilities of the Company. Buyer has undertaken such further investigation investigations and request requested such additional documents and information as it deems has deemed necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business Units in the condition they are in on the Closing Date based on 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 Seller or on behalf the Company or any of its or imputed to the Sellerstheir respective directors, officers, employees, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in this AgreementArticle 3 or Article 4. Without limiting the generality of the foregoing, Buyer acknowledges that none of Seller, the Sellers make no Company or any of its or their Affiliates makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future operations, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Purchased Business or the future business and operations businesses of the Purchased Business Company or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased Businessbusinesses of the Company, except as expressly set forth in this AgreementArticle 3 or Article 4.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Purchased Assets Interests as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake acknowledges that Seller has given Buyer complete and open access to the employees, documents and facilities of the Business, and Buyer has undertaken prior to Closing such further investigation the date hereof all investigations and request such additional inquiries and has requested all documents and information as it deems necessarynecessary in connection with entry into this Agreement and the consummation of the transactions contemplated hereby. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Interests and the Purchased Business in the condition they are in on the Closing Date based on 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 Seller or on behalf any Company or any of their respective directors, officers, employees, stockholders, partners, members, advisors or imputed to the Sellersother representatives, except as specifically and expressly set forth in this AgreementArticle 3, the Transaction Documents, and any certificate delivered pursuant to Section 2.05. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers make no none of Seller, any Company or any of their respective Affiliates makes any representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to 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 Purchased Business or the future business and operations of the Purchased Business or (iib) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased Business, except as expressly set forth in this AgreementArticle 3, the Transaction Documents, and any certificate delivered pursuant to Section 2.05.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets operations such as the Purchased Assets Business as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer acknowledges that SGI has provided to Buyer the key employees, documents and facilities of the Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges agrees, except as expressly set forth in this Agreement, to accept the Shares, the Alias Companies and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on 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 SellersSeller Group, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as otherwise set forth herein, Buyer acknowledges that the Sellers make Seller Group makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available provided to 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 Purchased Business or the future business and operations of the Purchased Business or (ii) any other information or documents made available provided to Buyer or its counsel, accountants or advisors with respect to the Purchased BusinessBusiness or their respective businesses or operations, except as expressly set forth in this Agreement; provided that this Section 4.08 shall not apply to any claim of Buyer based on fraud or intentional misrepresentation.

Inspections; No Other Representations. Buyer is an The Buyers are informed and sophisticated purchaserpurchasers, and has have engaged expert advisors, experienced in the evaluation and purchase acquisition of property and assets companies such as the Purchased Assets as Acquired Subsidiaries contemplated hereunder. Buyer has The Buyers have undertaken such investigation and has been provided with and has evaluated such documents and information as it has they have deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior The Buyers acknowledge that the Company has given Buyers access to Closing such further investigation and request such additional key employees, documents and information as it deems necessary. Buyer acknowledges and agrees that facilities of the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on its own inspectionAcquired Subsidiaries requested by Buyers and, examination and determination with respect 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 Sellersextent related thereto, except as expressly set forth in this Agreementtheir Affiliates requested by Buyers. Without limiting the generality of the foregoing, Buyer acknowledges the Buyers acknowledge that the Sellers make no none of Acquired Companies or any of their officers or directors, makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Parent of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Purchased Business Acquired Companies or the future business and operations of the Purchased Business Acquired Companies or (ii) any other information or documents made available to Buyer the Buyers or its their counsel, accountants or advisors with respect to the Purchased BusinessAcquired Companies or any of the businesses, assets, liabilities or operations of the foregoing, except as expressly set forth in this Agreement. Nothing in this SECTION 6.6 shall derogate from the right of the Buyers to rely on the representations and warranties of the Company set forth in SECTIONS 4 and 5 herein, and the right to seek indemnification pursuant to the provisions of SECTION 11 below regardless of any investigation made by the Buyers or Parent.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and 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 has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior acknowledges that TISM has given Buyer access to Closing such further investigation and request such additional the key employees, documents and information as it deems necessaryfacilities of TISM, the Company and the Subsidiaries. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept TISM, the Purchased Assets Company and the Purchased Business Subsidiaries in the condition they are in on the Closing Date based on 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 SellersTISM or any other Person, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers TISM and its stockholders make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition of the Company and the Subsidiaries (or any component thereof) of the Purchased Business or the future business and operations of the Purchased Business Company and the Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to TISM, the Purchased BusinessCompany, the Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement. Nothing in this Section 5.09 shall modify or limit, or be construed to modify or limit, any ---- right provided to Buyer or its Affiliates under this Agreement to enforce (or to obtain any remedy by reason of any inaccuracy in or violation of) any representation, warranty, covenant or agreement expressly set forth in this Agreement or in any certificate provided hereunder.

Inspections; No Other Representations. Buyer Parent is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Company and its Subsidiaries as contemplated hereunder. Buyer Parent has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer Parent will undertake prior to Closing the Effective Time such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer Parent agrees to accept the Purchased Assets Company and the Purchased Business its Subsidiaries in the condition they are in on at the Closing Date Effective Time based on 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 SellersCompany or any other Person, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer Parent acknowledges that the Sellers Company has not made and does not make no any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Parent of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Purchased Business Company and its Subsidiaries or the future business and operations of the Purchased Business Company and its Subsidiaries or (ii) any other information or documents made available to Buyer Parent or its counsel, accountants or advisors with respect to the Purchased BusinessCompany or its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement. The agreements, acknowledgements and representations made by Parent pursuant to this Section are made for and on behalf of itself and Merger Subsidiary.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, purchaser experienced in the evaluation and purchase of property and assets such as the Purchased Senior Living Assets as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer acknowledges that Seller has given Buyer access to the key employees, documents and Facilities related to the Senior Living Assets. Buyer will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that agrees, subject to the Purchased Assets are sold “as is” and Buyer agrees express terms hereof, to accept the Purchased Assets and assume the Purchased Business Assumed Liabilities in the condition they are in on the Closing Date based on 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 SellersSeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Buyer acknowledges that the Sellers make Seller makes no representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to 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 Senior Living Assets or Purchased Business Assets or the future business and operations of the Purchased Business thereof or (iib) the Confidential Information Memorandum of Seller, dated April 2002, or any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Senior Living Assets or Purchased Business, except as expressly set forth in this AgreementAssets or the businesses or operations thereof.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, purchaser and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Company and the Subsidiaries as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer acknowledges that the Stockholders have given Buyer complete and open access to the key employees, documents and facilities of the Company and the Subsidiaries. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets Company and the Purchased Business Subsidiaries, in the condition they are in on the Closing Date based on 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 SellersStockholders, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers Stockholders make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Purchased Business Company and the Subsidiaries or the future business and operations of the Purchased Business Company and the Subsidiaries or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased BusinessCompany or the Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer Acquirer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property companies such as the General Partner and assets such as the Purchased Assets Subject Interests as contemplated hereunder. Buyer Acquirer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this AgreementAgreement and the other Transaction Documents to which it is a party. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer Acquirer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in Subject Interests on the Closing Date based on 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 SellersParent, except as expressly set forth in this AgreementAgreement and the other Transaction Documents. Without limiting the generality of the foregoing, Buyer Acquirer acknowledges that the Sellers make Parent makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Acquirer or its Representatives or Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Purchased Business any Compressco Entity or the future business and or operations of the Purchased Business any Compressco Entity or (ii) any other information or documents made available to Buyer Acquirer or its counsel, accountants Representatives or advisors Affiliates with respect to the Purchased BusinessSubject Interests, any Compressco Entity or their respective businesses, assets, liabilities or operations, except as expressly set forth in this AgreementAgreement or the other Transaction Documents.

Inspections; No Other Representations. Buyer Each of Parent and Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property properties and assets such as the Purchased Assets Group Companies’ assets and liabilities such as contemplated hereunderthe Group Companies’ Liabilities. Buyer Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer will undertake prior Purchaser acknowledges that Seller, Blocker, and the Group Companies have given Purchaser reasonable and open access to Closing such further investigation and request such additional the key employees, documents and information as it deems necessaryfacilities relating to the Business. Buyer Purchaser acknowledges and agrees that the Purchased Assets Equity Interests are being sold on an “as is, where is” basis and Buyer Purchaser agrees to accept the Purchased Assets and the Purchased Business Equity Interests in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect 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 Seller, Blocker, or the SellersGroup Companies, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges Purchaser and Parent acknowledge that Seller, Blocker and the Sellers Group Companies make no representation or warranty with respect to to: (ia) any projections, estimates or budgets delivered to or made available to Buyer 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 Purchased Business or the future business and prospects or operations of the Purchased Business Business; or (iib) any other information or documents made available to Buyer Purchaser, Parent or its their counsel, accountants or advisors with respect to the Purchased Business, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as the Purchased Assets as contemplated hereunderBusiness. Buyer Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this AgreementAgreement and each of the Ancillary Agreements. Buyer Purchaser will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer Purchaser hereby acknowledges and agrees affirms that in making its decision to enter into this Agreement and each of the Purchased Assets are sold “as is” Ancillary Agreements, and Buyer agrees to accept consummate the Purchased Assets transactions contemplated hereby and the Purchased Business in the condition they are in thereby it has relied solely on the Closing Date based on (A) its own inspectioninvestigation of the Business, examination including its investigation of the information and determination with respect documents made available to all mattersPurchaser or its counsel, advisors, accountants or other representatives by Sellers and without reliance upon any express or implied representations or (B) the representations, warranties and covenants of any nature made by or on behalf of or imputed to the Sellers, except as expressly set forth Sellers contained in this Agreement. Without limiting the generality Purchaser further acknowledges and affirms that none of the foregoingSellers or any of their Affiliates, Buyer acknowledges that the Sellers make no counsel, advisors, accountants or other representatives makes any representation or warranty with respect to (i1) any forward-looking information, including, without limitation, any projections, estimates or budgets delivered to or made available to Buyer 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 Purchased Business or the future business and operations of the Purchased Business or (ii2) any other information or documents made available to Buyer Purchaser or its counsel, advisors, accountants or advisors other representatives with respect to the Purchased Business, except as expressly set forth in this Agreement. The Purchaser has no knowledge that any of the representations and warranties of the Sellers in this Agreement is not true and correct, and Purchaser has no knowledge of any material errors in, or material omissions from, the Schedules to this Agreement.

Inspections; No Other Representations. Buyer is an Parent and Sub are informed and sophisticated purchaserpurchasers, and has have engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as Company and the Purchased Assets Company Subsidiaries as contemplated hereunder. Buyer has Parent and Sub have undertaken such investigation and has have been provided with and has have evaluated such documents and information as it has they have deemed necessary to enable it them to make an informed and intelligent decision decisions with respect to the execution, delivery and performance of this Agreement. Buyer Parent and Sub acknowledge that Company has given each of Parent and Sub complete and open access to the key employees, documents and facilities of Company and the Company Subsidiaries. Parent and Sub will undertake prior to Closing such further investigation and request such additional documents and information as it deems they deem necessary. Buyer acknowledges Parent and agrees Sub agree that the Purchased Assets are sold “as is” and Buyer agrees to accept satisfaction of the Purchased Assets conditions set forth in Article 8 and the Purchased Business acquisition of Company in the condition they are in on the Closing Date Merger shall be based on its upon their own inspection, examination and determination with respect to all mattersthereto, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the SellersCompany, except except, in each case, as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges Parent and Sub acknowledge that the Sellers make Company makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Parent or Sub of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Company and the Purchased Business Company Subsidiaries or the future business and operations of Company and the Purchased Business Company Subsidiaries or (ii) any other information or documents made available to Buyer Parent, Sub or its their respective counsel, accountants or advisors with respect to Company or the Purchased BusinessCompany Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.