Inspections; Limitation of Warranties. (a) Notwithstanding the delivery or disclosure to Purchaser, any of its Affiliates or any of their respective Representatives of any documentation or other information (including any financial projections or other supplemental data) or anything to the contrary in this Agreement, except for the representations and warranties expressly contained in Article III (in each case, as qualified by the Seller Disclosure Schedule), (i) neither Seller nor any other Person (including Burgundy or any of its Affiliates) has made or is making, and each of Seller and its Affiliates expressly disclaims, any representation or warranty of any kind or nature, whether express or implied, at Law or in equity, with respect to the Business, any Affiliate of Seller or their respective businesses, affairs, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results or prospects or with respect to the accuracy or completeness of any other information provided or made available to Purchaser by or on behalf of Seller (including in the Data Room), and (ii) Seller hereby expressly disclaims any such other representations and warranties, including any representation or warranty 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, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition.
Inspections; Limitation of Warranties. (a) Notwithstanding the delivery or disclosure to Seller, any of its Affiliates or any of their respective Representatives of any documentation or other information (including any financial projections or other supplemental data) or anything to the contrary in this Agreement, except for the representations and warranties expressly contained in this Article IV (in each case, as qualified by the Purchaser Disclosure Schedule), (i) neither Purchaser nor any other Person has made or is making, and each of Purchaser and its Affiliates expressly disclaims, any representation or warranty of any kind or nature, whether express or implied, at Law or in equity, with respect to the accuracy or completeness of any information provided or made available to Seller by or on behalf of Purchaser in connection with or related to this Agreement, the transactions contemplated hereby, the Transferred Assets, the Assumed Liabilities, the Program or the Program Business, and (ii) Purchaser hereby expressly disclaims any such other representations and warranties.
Inspections; Limitation of Warranties. TPG Acquisition and TPG Holding are informed and sophisticated participants in the transactions contemplated by this Agreement and have undertaken such investigation, and have been provided with and have evaluated certain documents and information in connection with the execution, delivery and performance of this
Inspections; Limitation of Warranties. Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition and prospects of the Business, acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and Parent for such purpose. Purchaser acknowledges and agrees that (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller and Parent set forth in Article IV of this Agreement (including related portions of the Seller Disclosure Schedule) and of Seller and Parent in the Ancillary Agreements and (b) neither Seller nor any other Person has made any representation or warranty as to the Business, the Purchased Units, the Purchased Assets, the Transferred Entities or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Seller Disclosure Schedule) and the other Ancillary Agreements. Except as otherwise expressly set forth in this Agreement, the Business, the Purchased Units, the Purchased Assets, the Transferred Entities and the assets and properties of the Transferred Entities are furnished “AS IS,” “WHERE IS” AND, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER CONTAINED IN THIS AGREEMENT, WITH ALL FAULTS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND IN PARTICULAR, WITHOUT ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE PURCHASED ASSETS OR THE ASSETS OR PROPERTIES OF THE TRANSFERRED ENTITIES. Purchaser acknowledges that, except for the representations and warranties contained in Article IV and in the Ancillary Agreements, neither Seller, Parent nor any other person has made, and Purchaser has not relied on any other express or implied representation or warranty, whether written or oral, by or on behalf of Seller or Parent. Purchaser acknowledges that neither Seller, Parent nor any other Person, directly or indirectly, has made, and Purchaser has not relied on, any representation or warranty, including with respect to accuracy or completeness, regarding pro-forma financial information, financial models or mod...
Inspections; Limitation of Warranties. Notwithstanding the delivery or disclosure to Xxxxxxx or any of its Affiliates or any of their respective representatives of any documentation or other information (including any financial projections or other supplemental data) or anything to the contrary in this Agreement, except for the representations and warranties expressly contained in Section 3 (in each case, as applicable, as qualified by the Disclosure Schedule), Xxxxxxx has not made or is not making, and Xxxxxxx expressly disclaims, any representation or warranty of any kind or nature, whether express or implied, at law or in equity, including with respect to the Licensed Products, the Licensed IP, the Transferred Assets or the Assumed Liabilities, Xxxxxxx or any Affiliate of Xxxxxxx or with respect to the accuracy or completeness of any other information provided or made available to Catalyst by or on behalf of Xxxxxxx. Except for the representations and warranties expressly contained in Section 3 (in each case, as applicable, as qualified by the Disclosure Schedule), all Transferred Assets will be transferred to Catalyst at Closing on an “as-is” basis without warranty with respect to completeness, or compliance with any regulatory standards or regulations, or fitness for a particular purpose or any other kind of warranty whether express or implied.
