Common use of Investigation by Buyer Clause in Contracts

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons 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 Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, Acquired Assets and the Acquired Assets, operations, technology, assets, liabilities, financial condition Assumed Liabilities and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer and its Affiliates and representatives with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller Sellers nor any Affiliates of its Sellers or any of their respective Responsible Officers or any of the Seller Representatives or other Person on behalf of Sellers or any Affiliates or Related Persons of Sellers 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 Buyer or its Affiliates or Related PersonsResponsible Officers, except for the representations and warranties contained in Section 4.1 Article V hereof (which are subject to the limitations and restrictions contained in this Agreement, and as modified by the Disclosure Schedules); and (ii) agrees, to the fullest extent permitted by Law, that none of SellerSellers, its Sellers’ Affiliates or any of their respective Related Persons Responsible Officers or any of the Seller Representatives or other Person on behalf of Sellers or any Affiliates of Sellers shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons Responsible Officers on any basis (including, without limitation, including in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons Responsible Officers (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business as formerly carried on by Seller Companies and acknowledges that Seller has Sellers have provided Buyer with reasonable the access requested by Buyer to the personnel, properties, premises and records of the Business Companies for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysisanalysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (ia) acknowledges that neither Seller nor none of Sellers, the Companies or any of its Affiliates their respective directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives 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 Buyer or its Affiliates or Related directors, officers, employees, Affiliates, controlling Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); agents or representatives, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of Sellerneither Sellers, its Affiliates or the Companies nor any of their respective Related Persons directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect of to the specific representations and warranties of Seller set forth Sellers in this Agreement, except, with regard to Seller, for the representations Article III and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Acquired Assets and the Assumed Liabilities and the Business, the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller Sellers and acknowledges that Seller has Sellers have provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller Sellers nor any of its their Affiliates or Related Persons 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 Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Sellerthe Sellers, its their Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, for fraud or intentional misconduct and with regard to SellerSellers, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business as formerly carried on by Seller Company and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business Company for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (ia) acknowledges that neither Seller Seller, the Company nor any of its Affiliates their respective directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives 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 Buyer or its Affiliates or Related directors, officers, employees, Affiliates, controlling Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); agents or representatives, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of neither Seller, its Affiliates or Company nor any of their respective Related Persons directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, in except as and only to the extent expressly set forth herein with respect of to the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations Article III and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.herein. Buyer's sole rights and remedies relative to transactions contemplated herein are limited to those set forth herein. Section 5.12

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, the Buyer has relied solely upon its own investigation and analysisanalysis of the Business, the Purchased Assets and the Assumed Liabilities, and the Buyer (ia) acknowledges that neither Seller any of the Sellers nor any of its Affiliates their directors, officers, employees, Affiliates, controlling persons, agents or Related Persons representatives 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 directors, officers, employees, Affiliates, controlling persons, agents or Related Personsrepresentatives, except for as and only to the representations extent expressly set forth herein and warranties contained in Section 4.1 (which are the other Sellers' Transaction Documents, and subject to the limitations and restrictions restrictions, contained in this Agreement); Agreement and the other Sellers' Transaction Documents, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of the Sellers' directors, officers, employees, Affiliates (other than any Seller), its Affiliates controlling persons (other than any Seller), agents or any of their respective Related Persons representatives shall have any liability or responsibility whatsoever to the Buyer or its Affiliates directors, officers, employees, Affiliates, controlling persons, agents or Related Persons representatives on any basis (including, without limitationbut not limited to, in contract or tort, under federal federal, state or state foreign securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to the Buyer or its Affiliates directors, officers, employees, Affiliates, controlling persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitationbut not limited to, in respect of the specific representations and warranties of Seller the Sellers set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, Acquired Assets and the Acquired AssetsAssumed Liabilities and the business, operations, technology, assets, liabilities, financial condition and prospects of the LTV Tubular Business as formerly carried on by Seller and acknowledges that Seller has Sellers have provided Buyer with reasonable access to the personnel, properties, premises and records of the LTV Tubular Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy CaseCases. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that (a) neither Seller Sellers nor any of its Affiliates or their Related Persons or Affiliates 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 Buyer or any of its Affiliates Related Persons or Related PersonsAffiliates, except for as and only to the representations and warranties contained extent expressly set forth in Section 4.1 Article 5 (which are subject to the limitations and restrictions contained in this Agreement); , and (iib) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates Sellers or any of their respective Related Persons or Affiliates shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons or Affiliates on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons or Affiliates (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller Sellers set forth in this Agreement, except, with regard to SellerSellers, for as and only to the representations and warranties contained extent expressly set forth in Section 4.1 and, with respect to such representations and warranties, Article 5 (which are subject to the limitations and restrictions contained in this Agreement).

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the its personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (ia) acknowledges that neither Seller nor any of its Affiliates respective directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives 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 Buyer or its Affiliates or Related directors, officers, employees, Affiliates, controlling Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); agents or representatives, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of Seller, its Affiliates or neither Seller nor any of their its respective Related Persons directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, in except as and only to the extent expressly set forth herein with respect of to the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations Article III and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in herein. Buyer's sole rights and remedies relative to transactions contemplated herein are limited to those set forth herein. Additional Actions. Following the Closing, Buyer, Parent and Seller agree to take such actions with regard to Seller as are specified on Schedule 5.10. Parent Guarantee. Parent hereby unconditionally and irrevocably guarantees to Buyer the full payment and performance of all of the obligations of Seller (and each Seller individually) under this Agreement, including without limitation under Article IX hereof.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired AssetsAssets and the Assumed Liabilities, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons 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 Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.Section

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business as formerly carried on by Seller Companies and acknowledges that Seller has Sellers have provided Buyer with reasonable the access requested by Buyer to the personnel, properties, premises and records of the Business Companies for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysisanalysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (ia) acknowledges that neither Seller nor none of Sellers, the Companies or any of its Affiliates their respective directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives 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 Buyer or its Affiliates or Related directors, officers, employees, Affiliates, controlling Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); agents or representatives, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of Sellerneither Sellers, its Affiliates or the Companies nor any of their respective Related Persons directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect of to the specific representations and warranties of Seller set forth Sellers in Article III of this Agreement, except, with regard to Seller, for the representations Agreement and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired AssetsAssets and the Assumed Liabilities, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons 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 Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the its personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (ia) acknowledges that neither Seller nor any of its Affiliates respective directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives 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 Buyer or its Affiliates or Related directors, officers, employees, Affiliates, controlling Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); agents or representatives, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of Seller, its Affiliates or neither Seller nor any of their its respective Related Persons directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, in except as and only to the extent expressly set forth herein with respect of to the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations Article III and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreementherein. Buyer's sole rights and remedies relative to transactions contemplated herein are limited to those set forth herein.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business as formerly carried on by Seller Company and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business Company for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (ia) acknowledges that neither Seller Seller, the Company nor any of its Affiliates their respective directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives 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 Buyer or its Affiliates or Related directors, officers, employees, Affiliates, controlling Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); agents or representatives, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of neither Seller, its Affiliates or Company nor any of their respective Related Persons directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, in except as and only to the extent expressly set forth herein with respect of to the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations Article III and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreementherein. Buyer's sole rights and remedies relative to transactions contemplated herein are limited to those set forth herein.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, Business and the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (ia) acknowledges that neither Seller none of Seller, Nippon Selas nor XX Xxxxx nor any of its Affiliates their directors, officers, employees, affiliates, controlling persons, agents or Related Persons representatives 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 Buyer or its Affiliates directors, officers, employees, affiliates, controlling persons, agents or Related Personsrepresentatives, except for as and only to the extent expressly set forth herein with respect to such representations and warranties contained in Section 4.1 (which are and subject to the limitations and restrictions contained in this Agreement); , and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of Seller, its Affiliates or Nippon Selas nor XX Xxxxx, nor any of their respective Related Persons directors, officers, employees, affiliates, controlling persons, agents or representatives shall have or be subject to any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, affiliates, controlling persons, agents, consultants, accountants, counsel or Related Persons other representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, affiliates, controlling persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard except as and only to Seller, for the representations and warranties contained in Section 4.1 and, extent expressly set forth herein with respect to such representations and warranties, warranties and subject to the limitations and restrictions contained in this Agreement. Buyer has no knowledge that the representations and warranties of Seller in this Agreement or pursuant hereto are incorrect or incomplete in any material respect.