Local Sale Agreements and Pre-Closing Reorganization Arrangements Clause Samples

Local Sale Agreements and Pre-Closing Reorganization Arrangements. (a) Without prejudice to any rights of the Purchaser under the W&I Insurance Policy, and notwithstanding anything to the contrary provided under the Ancillary Agreements (excluding the IP Short Form Assignment Agreement) or the Pre-Closing Reorganization Arrangements, the representations and warranties made by the Sellers under Article IV of the SPA and ‎Article II are the only representations and warranties granted by the Sellers to the Purchaser in connection with the Transferred Companies, the Transferred Intellectual Property and the Business and the Purchaser and its Affiliates shall not be entitled to any claim for indemnification from the Sellers or their Affiliates in connection with the Transferred Companies, the Transferred Intellectual Property and the Business other than as provided under and subject to the terms and conditions of this Agreement, the SPA or the IP Short Form Agreement. For the avoidance of doubt, nothing in this Section 3.6(a) shall restrict the rights of the Purchaser and the Transferred Companies under the Ancillary Agreements (other than the Local Sale Agreements).