AND "WITH ALL
FAULTS."
(b)BUYER HEREBY ACKNOWLEDGES THAT (i) IT HAS MADE ITS OWN INDEPENDENT
EXAMINATION, INVESTIGATION, ANALYSIS AND EVALUATION OF THE BUSINESS, OPERATIONS,
ASSETS AND PROPERTIES, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION,
TECHNOLOGY AND PROSPECTS OF EACH OF THE COMPANY, (ii) IT HAS BEEN PROVIDED
ACCESS TO PERSONNEL, PROPERTIES, PREMISES AND RECORDS OF THE COMPANY (INCLUDING
THE BOOKS AND RECORDS OF THE COMPANY) FOR SUCH PURPOSE AND HAS RECEIVED AND
REVIEWED SUCH INFORMATION AND HAS HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS
OF AND RECEIVE ANSWERS RELATING TO SUCH MATTERS AS IT DEEMED NECESSARY OR
APPROPRIATE TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS, (iii) IT HAS SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF EACH OF THE COMPANY AND AN INVESTMENT IN THE
COMPANY AND (iv) THE HOLDERS AND THE COMPANY HAVE DELIVERED OR MADE AVAILABLE TO
BUYER OR ITS ADVISORS ALL INFORMATION WHICH BUYER OR SUCH ADVISORS HAVE
REQUESTED FOR THE
PURPOSE OF DECIDING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS.
(c)EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN ENTERING INTO THIS
AGREEMENT, BUYER HAS RELIED UPON, AMONG OTHER THINGS, ITS DUE DILIGENCE
INVESTIGATION AND ANALYSIS OF THE COMPANY AND THE ASSETS AND PROPERTIES OF THE
COMPANY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER:
(i)ACKNOWLEDGES AND AGREES THAT IT HAS NOT BEEN INDUCED BY AND HAS NOT RELIED
UPON ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, MADE BY THE
COMPANY OR ANY OF THE HOLDERS OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR
RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, CONTROLLING
PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, "COMPANY PERSONS")
THAT ARE NOT EXPRESSLY SET FORTH IN ARTICLE II OR THE LETTERS OF TRANSMITTAL,
WHETHER OR NOT SUCH REPRESENTATIONS, WARRANTIES OR STATEMENTS WERE MADE IN
WRITING OR ORALLY;
(ii)ACKNOWLEDGES AND AGREES THAT NO COMPANY PERSON MAKES OR HAS MADE ANY
REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OR
COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER
OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EQUITY
HOLDERS, EMPLOYEES, CONTROLLING PERSONS, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, "BUYER PERSONS"), INCLUDING ANY INFORMATION, DOCUMENT, OR
MATERIAL PROVIDED OR MADE AVAILABLE, OR STATEMENTS MADE, TO THE BUYER PERSONS
DURING SITE OR OFFICE VISITS, IN ANY "DATA ROOMS" (INCLUDING INTERNET-BASED DATA
ROOMS), MANAGEMENT PRESENTATIONS, OR SUPPLEMENTAL DUE DILIGENCE INFORMATION
PROVIDED TO ANY BUYER PERSONS IN CONNECTION WITH DISCUSSIONS OR ACCESS TO
MANAGEMENT OF THE COMPANY OR IN ANY OTHER FORM IN EXPECTATION OF THE
CONTEMPLATED TRANSACTIONS (COLLECTIVELY, THE "DUE DILIGENCE INFORMATION"),
EXCEPT IN EACH CASE TO THE EXTENT EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN ARTICLE II OR THE LETTERS OF TRANSMITTAL;
(iii)ACKNOWLEDGES AND AGREES THAT (A) THE DUE DILIGENCE INFORMATION INCLUDES
CERTAIN PROJECTIONS, ESTIMATES AND OTHER FORECASTS, AND CERTAIN BUDGETS AND
BUSINESS PLAN INFORMATION, INCLUDING THOSE ATTACHED AS EXHIBITS OR SCHEDULES TO
THE TRANSACTION DOCUMENTS, (B) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO