Common use of Representations, Warranties, Covenants and Agreements Clause in Contracts

Representations, Warranties, Covenants and Agreements. (a) The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, that the Purchaser has been provided sufficient access to the properties, records and personnel of the Company and its Subsidiaries for this purpose, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely and exclusively on the representations and warranties of the Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedules, and the representations and warranties of the Seller expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules. Such representations and warranties by the Company or the Seller, as applicable, constitute the sole and exclusive representations and warranties of the Company or the Seller, as applicable, to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Seller. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Company in Article IV and the Seller in Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ITS SUBSIDIARIES MAKES OR PROVIDES, AND THE PURCHASER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S AND ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOF. In connection with the Purchaser’s investigation of the Company and its Subsidiaries, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, the Purchaser hereby acknowledges that neither 62 the Seller nor the Company is making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees that (i) neither the Seller nor the Company or any other Person will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such information, including any information, document or material made available to the Purchaser in certain “data rooms,” management presentations, the confidential information memorandum, or any other form in expectation of the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of any such information, and (ii) the Purchaser has not relied on any such information.

Representations, Warranties, Covenants and Agreements. (a) The Purchaser acknowledges and agrees that it has conducted to its satisfaction an independent investigation and verification of into and concerning the financial condition, results of operations, assets, liabilities, properties Transferred Assets and projected operations of the Company and its SubsidiariesBusiness, that the Purchaser has been provided sufficient access to such information, documents and other materials relating to the properties, records Transferred Assets and personnel of the Company and its Subsidiaries for this purposeBusiness, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely and exclusively on the representations and warranties of the Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedules, and the representations and warranties of the Seller expressly and specifically set forth in Article ‎Article V, as qualified by the Disclosure Schedules. Such representations and warranties by the Company or the Seller, as applicable, Seller constitute the sole and exclusive representations and warranties of the Company or the Seller, as applicable, Seller to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Seller. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Company in Article IV and the Seller in Article ‎Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY SELLER OR ITS SUBSIDIARIES AFFILIATES MAKES OR PROVIDES, AND THE PURCHASER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S AND ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOFTRANSFERRED ASSETS. In connection with the Purchaser’s investigation of the Company and its SubsidiariesTransferred Assets, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations operation of the Company and its Subsidiaries Business and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, the Purchaser hereby acknowledges that neither 62 the Seller nor the Company is not making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees that (ia) neither the Seller nor the Company or any other Person will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such information, including any information, document or material made available to the Purchaser in certain “data rooms,” , management presentations, the confidential information memorandum, or any other form in expectation of the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of any such information, and (iib) the Purchaser has not relied on any such information. Notwithstanding anything contained herein to the contrary, nothing in this Section ‎12.01 shall limit (i) any Person’s remedies in the event of actual and intentional fraud made with respect to this Agreement (other than any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts based on negligence or recklessness) against the Person who committed such fraud, or (ii) any Person’s liability in the event of actual and intentional fraud committed by such Person with respect to this Agreement (other than any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts based on negligence or recklessness).

Representations, Warranties, Covenants and Agreements. (a) The Purchaser acknowledges Parent, Buyer and Merger Sub each acknowledge that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its SubsidiariesGroup Companies, that the Purchaser has Parent, Buyer and Merger Sub and their respective representatives have been provided sufficient access to the properties, records and personnel of the Company and its Subsidiaries Group Companies for this purpose, and, in making its the determination to proceed with the transactions contemplated by this Agreement, the Purchaser has Parent, Buyer and Merger Sub have relied solely and exclusively on the representations and warranties of Seller and the Company expressly and specifically set forth in Article IV4, as qualified by the Disclosure SchedulesSchedules attached hereto, and the representations and warranties of the Seller expressly parties to the other Transaction Documents (and specifically set forth in Article Vhas not relied on any other representations, as qualified by the Disclosure Scheduleswarranties, statements or other information). Such representations and warranties by the Company or the Seller, as applicable, constitute the sole and exclusive representations and warranties of the Company or the Sellerto 73 115787664v1 Parent, as applicable, to the Purchaser Buyer and Merger Sub in connection with the transactions contemplated hereby, and Parent, Buyer and Merger Sub each understand, acknowledge and agree (on behalf of itself and its Affiliates, officers, directors, employees, partners, equityholders, members, agents, attorneys, representatives, successors or permitted assigns (collectively, the Purchaser understands, acknowledges and agrees “Buyer Parties”)) that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the CompanyGroup Companies, or the quality, quantity or condition of the Company’s or its SubsidiariesGroup Companies’ assets) are specifically disclaimed by the Company Seller and the SellerGroup Companies. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Company in Article IV and the Seller in Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENTAGREEMENT (AS QUALIFIED BY THE SCHEDULES ATTACHED HERETO) OR ANY OTHER TRANSACTION DOCUMENT, NONE OF THE SELLER, THE COMPANY OR ITS SUBSIDIARIES MAKES OR PROVIDES, AND THE PURCHASER PARENT, BUYER AND MERGER SUB HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S AND ITS SUBSIDIARIESGROUP COMPANIES’ ASSETS OR ANY PART THEREOF. In connection with the Purchaser’s investigation of the Company Group Companies by Parent, Buyer and its SubsidiariesMerger Sub, the Purchaser has Parent, Buyer and Merger Sub have received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries Group Companies and certain business plan information. The Purchaser acknowledges Parent, Buyer and Merger Sub each acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is Parent, Buyer and Merger Sub are familiar with such uncertainties and that the Purchaser is are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to itit or made available to it or any of its agents, representatives, lenders or Affiliates, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, Parent, Buyer and Merger Sub each hereby acknowledge (on behalf of itself and the Purchaser hereby acknowledges that neither 62 other Buyer Parties) that, except as expressly provided in this Agreement (as qualified by the Seller Schedules attached hereto) or any other Transaction Document, none of the Group Companies nor the Company any of their respective Affiliates, officers, directors, employees, partners, members, agents, attorneys, representatives, successors or permitted assigns is making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has Parent, Buyer and Merger Sub have not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees that (i) neither the Seller nor the Company or any other Person will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such information, including any information, document or material made available to the Purchaser in certain “data rooms,” management presentations, the confidential information memorandum, or any other form in expectation of the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of any such information, and (ii) the Purchaser has not relied on any such information.

Representations, Warranties, Covenants and Agreements. (a) The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, that the Purchaser has been provided sufficient access to the properties, records and personnel of the Company and its Subsidiaries for this purpose, and, in In making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely and exclusively on the representations and warranties of the Company expressly and specifically set forth in Article IVV, as qualified by the Disclosure Schedules, and the representations and warranties of the Seller expressly and specifically set forth in Article VVI, as qualified by the Disclosure Schedules. Such representations and warranties by the Company or the Seller, as applicable, constitute the sole and exclusive representations and warranties of the Company or the Seller, as applicable, to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Seller. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Company in Article IV and the Seller in Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ITS SUBSIDIARIES MAKES OR PROVIDES, AND THE PURCHASER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S AND ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOF. In connection with the Purchaser’s investigation of the Company and its Subsidiaries, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, the Purchaser hereby acknowledges that neither 62 the Company nor the Seller nor the Company is making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees agrees, for itself and for its Affiliates and their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns (each a “Purchaser Party”), that (i) neither none of the Company, the Seller nor the Company or any other Person will have or be subject to any liability to the any Purchaser or any other Person Party resulting from the distribution to the PurchaserPurchaser or any other Purchaser Party, or the Purchaser’s use of, any such information, including any information, document or material made available to the Purchaser or any other Purchaser Party in certain “data rooms,” management presentations, the confidential information memorandum, or any other form in expectation of the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of any such information, and (ii) the Purchaser has not relied on any such informationexcept as otherwise provided herein.

Representations, Warranties, Covenants and Agreements. (a) The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, that the Purchaser has been provided sufficient access to the properties, records and personnel of the Company and its Subsidiaries for this purpose, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely and exclusively on the representations and warranties of the Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedules, and the representations and warranties of the Seller expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules, and the representations and warranties set forth in the Ancillary Agreements. Such representations and warranties by the Company or the Seller, as applicable, constitute the sole and exclusive representations and warranties of the Company or the Seller, as applicable, to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Seller. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Company in Article IV and the Seller in Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ITS SUBSIDIARIES MAKES OR PROVIDES, AND THE PURCHASER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S AND ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOF. In connection with the Purchaser’s investigation of the Company and its Subsidiaries, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, the Purchaser hereby acknowledges that neither 62 the Seller nor the Company is making any representation or warranty with respect to such estimates, projections, budgets, 105 pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees that (i) neither the Seller nor the Company or any other Person will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such information, including any information, document or material made available to the Purchaser in certain “data rooms,” management presentations, the confidential information memorandum, or any other form in expectation of the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of any such information, and (ii) the Purchaser has not relied on any such information. Notwithstanding the foregoing or anything to the contrary in this Agreement: (a) nothing in this Section 13.01 shall in any way limit any of the representations or warranties set forth in Article IV, in Article V or in any of the Ancillary Agreements; and (b) nothing in this Agreement shall, or shall be deemed or construed to, waive or release any claims related to Fraud.