Common use of Exclusivity of Representations Clause in Contracts

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUD.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING EXCEPT FOR THE DELIVERY OR DISCLOSURE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN ARTICLE III THAT EXPRESSLY RELATE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE THE SELLERS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V AND IV, (A) NONE OF SELLERS OR ANY CERTIFICATE OTHER PERSON MAKES, OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT HAS MADE, ANY REPRESENTATION OR WARRANTY RELATING TO SELLERS IN CONNECTION WITH THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, (B) NO PERSON HAS BEEN AUTHORIZED BY ANY REPRESENTATIONS OF SELLERS TO MAKE ANY REPRESENTATION OR WARRANTIES WARRANTY RELATING TO SELLERS IN CONNECTION WITH THIS AGREEMENT OR THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND IF MADE, SUCH REPRESENTATION OR WARRANTY MUST NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES OR THE REPRESENTATIVES OF ANY KIND OF THE FOREGOING AS HAVING BEEN AUTHORIZED BY SELLERS AND (C) ANY ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR NATURE, EXPRESS ANY OTHER MATERIALS OR IMPLIED, INFORMATION PROVIDED OR ADDRESSED TO BUYER OR ANY OF ITS AFFILIATES OR THE ACCURACY OR COMPLETENESS REPRESENTATIVES OF ANY SUCH DOCUMENTATION OF THE FOREGOING, INCLUDING ANY MATERIALS OR OTHER INFORMATION SO PROVIDED, MADE AVAILABLE IN THE ELECTRONIC DATA ROOM HOSTED BY OR OTHERWISE ON BEHALF OF THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS CONTEMPLATED HEREBYOR IN CONNECTION WITH PRESENTATIONS BY THE COMPANY’S MANAGEMENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY ARE NOT AND SHALL NOT BE DEEMED TO BE OR INCLUDE REPRESENTATIONS OR WARRANTIES UNLESS AND TO THE EXTENT ANY SUCH MATERIALS OR INFORMATION IS THE SUBJECT OF ANY EXPRESS REPRESENTATION OR WARRANTY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE III OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETOIV; PROVIDED THAT NOTHING IN THIS SECTION 4.7 SHALL LIMIT OR BE CONSTRUED TO LIMIT BUYER’S RIGHTS AND REMEDIES IN THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER CASE OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUDFRAUD.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY REPRESENTATIONS AND WARRANTIES MADE BY SELLERS IN ARTICLE III AND THIS ARTICLE IV ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY SELLERS WITH RESPECT TO THE EDP COMPANIES AND THE EDP ASIA BUSINESS. SELLERS HEREBY DISCLAIM ANY OTHER EXPRESS OR DISCLOSURE IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO PURCHASER THE EDP COMPANIES, THE EDP ASIA BUSINESS OR ITS ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AFFILIATES. EACH SELLER HEREBY DISCLAIMS ANY OTHER EXPRESS OR REPRESENTATIVES OF ANY DOCUMENTATION IMPLIED REPRESENTATIONS OR OTHER INFORMATION, WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V EXPRESSLY HEREIN, THE CONDITION OF THE SINGAPORE ASSETS AND ANY CERTIFICATE THE ASSETS OF THE EDP COMPANIES SHALL BE “AS IS” AND “WHERE IS”. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SELLERS ARE NOT, DIRECTLY OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENTINDIRECTLY, SELLER EXPRESSLY DISCLAIMS MAKING ANY REPRESENTATIONS OR WARRANTIES OF REGARDING ANY KIND PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR NATURE, EXPRESS OR IMPLIED, OTHER FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE EDP COMPANIES OR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO PROVIDED, OR OTHERWISE EDP BUSINESS. SELLERS UNDERSTAND AND ACKNOWLEDGE THAT THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY THIS AGREEMENT ARE THOSE SET FORTH IN THIS ARTICLE V HEREOF AND THAT PURCHASER DISCLAIMS ANY CERTIFICATE OTHER EXPRESS OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUDIMPLIED REPRESENTATIONS.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING EXCEPT FOR THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V AND III (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULES), NEITHER SELLERS NOR ANY CERTIFICATE OTHER PERSON HAS MADE OR MAKES ANY OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIEDIMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF SELLERS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION INFORMATION REGARDING THE BUSINESS AND THE PURCHASED ASSETS FURNISHED OR OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES. THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS IN THIS ARTICLE V AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES HERETO AND ANY CERTIFICATE OR AGREEMENT DELIVERED IN CONNECTION HEREWITH) ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER INSTRUMENT DELIVERED REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES. ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES ARE HEREBY SPECIFICALLY AND AFFIRMATIVELY DISCLAIMED BY SELLER PURSUANT TO PURCHASER. PURCHASER ACKNOWLEDGES THAT THIS AGREEMENT, PURCHASER DISCLAIMER IS RELYING ONLY ON CONSPICUOUS. THE SELLERS MAKE NO REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V REGARDING: (A) ANY BUDGETS, LONG RANGE PLANS, STRATEGIC PLANS, MARKET ANALYSIS, FORECASTS, PROJECTIONS, OPINIONS AND ANY CERTIFICATE SIMILAR MATERIALS PREPARED OR OTHER INSTRUMENT DELIVERED FURNISHED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES SELLERS OR THEIR AFFILIATES WITH RESPECT TO FRAUD THE BUSINESS, (B) FUTURE PROSPECTS, INCOME POTENTIAL, OPERATING EXPENSES, OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUDUSES.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING EXCEPT FOR THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V III, (A) NEITHER THE COMPANY NOR ANY OTHER PERSON, MAKES, OR HAS MADE, ANY REPRESENTATION OR WARRANTY RELATING TO THE COMPANY, ITS BUSINESS OR OPERATIONS OR (EXCEPT FOR THE REPRESENTATIONS AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO WARRANTIES OF SELLERS AS SET FORTH IN ARTICLE IV) OTHERWISE IN CONNECTION WITH THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, THE ESCROW AGREEMENT OR THE ACCURACY TRANSACTIONS CONTEMPLATED HEREBY OR COMPLETENESS OF THEREBY, (B) NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO MAKE ANY SUCH DOCUMENTATION REPRESENTATION OR OTHER INFORMATION SO PROVIDED, WARRANTY RELATING TO THE COMPANY OR ITS BUSINESSES OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE ESCROW AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, AND IF MADE, SUCH REPRESENTATION OR WARRANTY MUST NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES OR THE REPRESENTATIVES OF ANY OF THE FOREGOING AS HAVING BEEN AUTHORIZED BY THE COMPANY, AND (C) ANY ESTIMATE, PROJECTION, PREDICTION, DATA, FINANCIAL INFORMATION, MEMORANDUM, PRESENTATION OR ANY OTHER MATERIALS OR INFORMATION PROVIDED OR ADDRESSED TO BUYER OR ANY OF ITS AFFILIATES OR THE REPRESENTATIVES OF ANY OF THE FOREGOING, INCLUDING ANY MATERIALS OR INFORMATION MADE AVAILABLE IN THE ELECTRONIC DATA ROOM HOSTED BY OR ON BEHALF OF THE COMPANY IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS CONTEMPLATED HEREBYOR IN CONNECTION WITH PRESENTATIONS BY THE COMPANY’S MANAGEMENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY ARE NOT AND SHALL NOT BE DEEMED TO BE OR INCLUDE REPRESENTATIONS OR WARRANTIES UNLESS AND TO THE EXTENT ANY SUCH MATERIALS OR INFORMATION IS THE SUBJECT OF ANY EXPRESS REPRESENTATION OR WARRANTY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE III OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH ARTICLE IV. NOTHING IN THIS ARTICLE V SECTION 3.26 SHALL LIMIT OR BE CONSTRUED TO LIMIT BUYER’S RIGHTS AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY REMEDIES IN THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER CASE OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUDFRAUD.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE V III ARE THE EXCLUSIVE REPRESENTATIONS AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED WARRANTIES MADE BY SELLER PURSUANT WITH RESPECT TO THIS AGREEMENTTHE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS OR THE PTA INTELLECTUAL PROPERTY. SELLER EXPRESSLY HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS OR THE PTA INTELLECTUAL PROPERTY, WHETHER WRITTEN OR ORAL, EXPRESS, STATUTORY, IMPLIED OR ARISING BY INDUSTRY CUSTOM OR COURSE OF DEALING, INCLUDING ANY REPRESENTATIONS OR IMPLIED WARRANTIES OF ANY KIND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY OR NATURE, EXPRESS NON-INFRINGEMENT. SELLER MAKES NO REPRESENTATION OR IMPLIED, OR WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR PTA BUSINESS OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH THAN THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN EXPRESSLY RELATED TO THE PTA INTELLECTUAL PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH EXPRESSLY IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE III, THE SELLER SET FORTH CONDITION OF THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS, AND THE PTA INTELLECTUAL PROPERTY SHALL BE “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE V AND AGREEMENT, SELLER IS NOT, DIRECTLY OR INDIRECTLY, MAKING ANY CERTIFICATE REPRESENTATIONS OR WARRANTIES REGARDING ANY FINANCIAL PROJECTIONS OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES FORWARD-LOOKING STATEMENTS WITH RESPECT TO FRAUD THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUD.PTA INTELLECTUAL PROPERTY. ARTICLE IV

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF PINNOAK SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING BUT NOT LIMITED TO, CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SELLER SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER IMPLIED WARRANTY OF QUALITY WITH RESPECT TO PINNOAK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V AGREEMENT, PINNOAK MAKES NO, AND ANY CERTIFICATE THEREFORE, EXCEPT AS EXPRESSLY PROVIDED HEREIN, EXPRESSLY DISCLAIMS ANY, REPRESENTATION OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WARRANTY WITH RESPECT TO FRAUD (i) THE QUANTITY, QUALITY, MINEABILITY OR CONSTITUTE A DISCLAIMER MERCHANTABILITY OF COAL RESERVES LOCATED IN OR ON (OR CONSTITUTING) THE OWNED REAL PROPERTY OR THE LEASED REAL PROPERTY, (ii) THE CONDITION OR STATE OF REPAIR OF ANY DOCUMENTATION MINE, PREPARATION PLANT, FIXTURES, BUILDINGS, STRUCTURES OR INFORMATION FURNISHED OTHER IMPROVEMENTS LOCATED ON OR MADE AVAILABLE WITH IN THE INTENT TO DEFRAUDOWNED REAL PROPERTY OR THE LEASED REAL PROPERTY OR (iii) ANY OTHER MATTER.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE V III ARE THE EXCLUSIVE REPRESENTATIONS AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED WARRANTIES MADE BY SELLER PURSUANT WITH RESPECT TO THIS AGREEMENTTHE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS OR THE PTA INTELLECTUAL PROPERTY. SELLER EXPRESSLY HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS OR THE PTA INTELLECTUAL PROPERTY, WHETHER WRITTEN OR ORAL, EXPRESS, STATUTORY, IMPLIED OR ARISING BY INDUSTRY CUSTOM OR COURSE OF DEALING, INCLUDING ANY REPRESENTATIONS OR IMPLIED WARRANTIES OF ANY KIND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY OR NATURE, EXPRESS NON-INFRINGEMENT. SELLER MAKES NO REPRESENTATION OR IMPLIED, OR WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR PTA BUSINESS OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH THAN THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN EXPRESSLY RELATED TO THE PTA INTELLECTUAL PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH EXPRESSLY IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE III, THE SELLER SET FORTH CONDITION OF THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS, AND THE PTA INTELLECTUAL PROPERTY SHALL BE “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE V AND AGREEMENT, SELLER IS NOT, DIRECTLY OR INDIRECTLY, MAKING ANY CERTIFICATE REPRESENTATIONS OR WARRANTIES REGARDING ANY FINANCIAL PROJECTIONS OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES FORWARD-LOOKING STATEMENTS WITH RESPECT TO FRAUD THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE DCB BUSINESS OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUDPTA INTELLECTUAL PROPERTY.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND IV, ARTICLE III OR ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER OR THE COMPANY PURSUANT TO THIS AGREEMENT, THE SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND IV, ARTICLE III OR IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT TO THIS AGREEMENT, THE PURCHASER IS RELYING ONLY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V IV, ARTICLE III AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER OR THE COMPANY PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUD.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER BUYER OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATIONINFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA) BY SELLER, THE COMPANY OR ANY OTHER PERSON, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENTIV, SELLER (ON BEHALF OF ITSELF AND THE COMPANY, AND ITS AND THEIR RESPECTIVE REPRESENTATIVES) EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES BY ANY SUCH PERSON OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR THE ACCURACY OR COMPLETENESS QUALITY OF ANY SUCH DOCUMENTATION OF THEIR BUSINESSES OR OTHER INFORMATION SO PROVIDEDASSETS, AND SELLER, ON ITS OWN BEHALF AND ON BEHALF OF THE COMPANY AND THEIR RESPECTIVE REPRESENTATIVES, SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR OTHERWISE WARRANTIES OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THEIR ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, AND BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBYARTICLE III, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE AND SELLER EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUDIV.

Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER SELLER, THE COMPANY OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS ANY OF THEIR AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATIONINFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA) BY BUYER OR ANY OTHER PERSON, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V V, BUYER (ON BEHALF OF ITSELF AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, SELLER ITS REPRESENTATIVES) EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES BY ANY SUCH PERSON OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR THE ACCURACY OR COMPLETENESS QUALITY OF ANY SUCH DOCUMENTATION OF ITS BUSINESSES OR OTHER INFORMATION SO PROVIDEDASSETS, AND BUYER, ON ITS OWN BEHALF AND ON BEHALF OF ITS REPRESENTATIVES, SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR OTHERWISE IN CONNECTION WARRANTIES OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THEIR ASSETS, ANY PART THEREOF, THE TRANSACTIONS CONTEMPLATED HEREBYWORKMANSHIP THEREOF, IT BEING UNDERSTOOD THATAND THE ABSENCE OF ANY DEFECTS THEREIN, EXCEPT WHETHER LATENT OR PATENT, AND SELLER AND THE COMPANY SHALL RELY SOLELY ON THEIR OWN EXAMINATION AND INVESTIGATION THEREOF AS OTHERWISE WELL AS THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUD.V.

Exclusivity of Representations. 5.9.1 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, NEITHER PURCHASER NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF PURCHASER. THE REPRESENTATIONS AND WARRANTIES MADE BY THE PURCHASER IN THIS AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES HERETO AND ANY CERTIFICATE OR AGREEMENT DELIVERED IN CONNECTION HEREWITH) ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES. PURCHASER HEREBY SPECIFICALLY AND AFFIRMATIVELY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES. SELLERS ACKNOWLEDGE THAT THIS DISCLAIMER IS CONSPICUOUS. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER THE SELLERS OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR THEIR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND INCLUDING ANY CERTIFICATE FINANCIAL PROJECTIONS OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUDSUPPLEMENTAL DATA.