Common use of No Additional Representations; Disclaimer Clause in Contracts

No Additional Representations; Disclaimer. (i) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively. Buyer further agrees that except to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (ii) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that, except for the representations and warranties of Seller and the Company expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively, the Seller Interests are being acquired, and the other transactions contemplated by this Agreement are being consummated “AS IS, WHERE IS, WITH ALL FAULTS” AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS OR THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE

No Additional Representations; Disclaimer. (ia) BuyerBuyer acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, on behalf results of itself operations, assets, Liabilities, properties and all Buyer Parties, acknowledges and agrees that neither Seller nor any projected operations of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or and its Subsidiaries or their respective businessesSubsidiaries, operations or assetsand, except as expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively. Buyer further agrees that except making its determination to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Company and Seller expressly and specifically set forth in Article III and Article IV (and the covenants of the Company set forth in Section 6.07), as qualified by the attached disclosure schedules (and updated disclosure schedules). (ii) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that, except for the The representations and warranties of Seller and the Company expressly and specifically set forth in Article 3 III and Article IV (and the covenants of the Company set forth in Section 6.07) constitute the sole and exclusive representations, warranties and statements of any kind of any of the Company and Seller to Buyer in connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations, warranties and statements of any kind or Article 4 nature expressed or implied (as modified including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company or any of its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company Disclosure Letter), respectively, the Seller Interests are being acquired, and the other transactions contemplated by this Agreement are being consummated “AS IS, WHERE IS, WITH ALL FAULTS” Seller. EXCEPT FOR THE REPRESENTATIONS AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF THE COMPANY AND SELLER MADE IN THIS AGREEMENT, THE COVENANTS OF THE COMPANY CONTAINED IN SECTION 6.07, NEITHER THE COMPANY NOR SELLER MAKES OR PROVIDES, AND BUYER HEREBY WAIVES, ANY KIND WARRANTY OR NATUREREPRESENTATION, EXPRESS OR IMPLIED, AS TO THE CONDITIONQUALITY, VALUE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR QUALITY CONDITION OF THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOF. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER OR THE COMPANY SET FORTH IN ARTICLE III AND ARTICLE IV, THE COVENANTS OF THE COMPANY CONTAINED IN SECTION 6.07, (X) BUYER IS ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE COMPANY, SELLER OR ANY OTHER PERSON (INCLUDING, ANY STOCKHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS THIS AGREEMENT OR THE ASSETS TRANSACTIONS CONTEMPLATED HEREBY, OR THE PROSPECTS ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OTHERWISE ACQUIRED BY) BUYER OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVEBUYER’S REPRESENTATIVES.

No Additional Representations; Disclaimer. (i) BuyerBuyer represents, warrants, acknowledges and agrees, on its own behalf and on behalf of itself its Affiliates, that Buyer and all Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representativeshave conducted an independent investigation of the financial condition, nor any other Person acting on behalf results of Seller nor any of its Affiliates or Representativesoperations, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth liabilities, properties and projected operations of the Company, and, in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively. Buyer further agrees that except making its determination to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of proceed with the transactions contemplated by this Agreement. (ii) Buyer, Buyer and its Affiliates have relied solely on behalf of itself and all Buyer Parties, acknowledges and agrees that, except for the representations and warranties of Seller the Sellers and the Company Xxxxxx expressly and specifically set forth in Article 3 or Article 4 (this Agreement as modified qualified by the Company Disclosure Letter), respectivelySchedules. Other than as a result of Fraud, the Seller Interests are being acquiredrepresentations and warranties of the Sellers and Xxxxxx set forth in this Agreement as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements of any kind of any of the other Sellers or Xxxxxx to Buyer in connection with the transactions contemplated hereby, and Buyer, on its own behalf and on behalf of its Affiliates, understands, acknowledges and agrees that all other express or implied representations, warranties, and statements (including any statement by this Agreement omission) of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s assets or the accuracy and completeness of information provided to the Buyer Related Parties) are being consummated specifically disclaimed by the Sellers and Xxxxxx, and Buyer and its Affiliates are not and have not relied on any such other representation and warranty. OTHER THAN AS A RESULT OF FRAUD, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT AS QUALIFIED BY THE DISCLOSURE SCHEDULES, (X) THE BUYER PARTIES ARE ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NEITHER SELLER NOR XXXXXX NOR ANY OTHER PERSON (INCLUDING, WITH ALL FAULTS” ANY STOCKHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OTHER SELLER RELATED PARTY, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER EXPRESSED CAPACITY) IS MAKING OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS HAS MADE, AND EACH BUYER PARTY IS NOT RELYING ON, ANY REPRESENTATIONS REPRESENTATIONS, WARRANTIES, OR WARRANTIES OTHER STATEMENTS (INCLUDING ANY STATEMENT BY OMISSION) OF ANY KIND WHATSOEVER, WHETHER ORAL OR NATUREWRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE CONDITIONCOMPANY, VALUE THIS AGREEMENT OR QUALITY THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF THE COMPANY ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) BUYER OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS OR THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVEBUYER’S REPRESENTATIVES.

No Additional Representations; Disclaimer. (i) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor (a) has made any representation or warranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of its Affiliates the Shares or Representatives, (b) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or its Subsidiaries Subsidiaries, the Shares or their respective businessesthe Business, operations or assets, in each case except as expressly set forth in Article 3 this Agreement or Article 4 (as modified and to the extent required by this Agreement to be set forth in the Company Annexes and Disclosure Letter)Schedule. Except as specifically set forth in this Agreement, respectively. Buyer further agrees that except to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), other Person will have or be subject to any liability to of Buyer or any other Person resulting from the distribution to Buyer or Buyer’s use of any such information, including any information, document or material made (or offered to be made) available to, or used by, to Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentationsor otherwise, management interviews, presentations or any other form in expectation or anticipation of the transactions contemplated by this AgreementAgreement and the other Transaction Documents. (ii) In connection with Buyer’s investigation of the Company, its Subsidiaries and the Business, Buyer has received from or on behalf of itself Seller certain projections, including plans, interim financial statements, and all Buyer Parties, acknowledges projected statements of operating revenues and agrees that, except income from operations of Seller for the representations fiscal year ending June 25, 2008 and warranties of Seller for subsequent fiscal years and the Company expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively, the Seller Interests are being acquired, certain business plan information for such fiscal year and the other transactions contemplated by this Agreement are being consummated “AS IS, WHERE IS, WITH ALL FAULTS” AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS OR THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDsucceeding fiscal years. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and agrees other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it is consummating (including the Purchase without any representation reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer shall have no claim against Seller with respect thereto. Accordingly, Seller make no representations or warrantywarranties whatsoever with respect to such estimates, express or impliedprojections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, whatsoever by Seller or any of its Affiliates or Representativesprojections, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVEforecasts).

No Additional Representations; Disclaimer. (i) BuyerThe Company acknowledges, covenants and agrees that it is relying on its own independent investigation and analysis in entering into this Agreement and consummating the transactions contemplated hereby. For itself and on behalf of itself and all Buyer Partiesthe Stakeholders, acknowledges and agrees that neither Seller nor any of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth is knowledgeable about the industries in Article 3 or Article 4 (as modified by which Parent operates and is capable of evaluating the Company Disclosure Letter), respectively. Buyer further agrees that except to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” merits and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation risks of the transactions contemplated by this Agreement. (ii) BuyerThe representations and warranties expressly and specifically set forth in this ARTICLE III, on behalf as qualified by the Company Disclosure Schedules, constitute the sole and exclusive representations and warranties of itself the Company in connection with this Agreement and all Buyer Parties, the transactions contemplated hereby. The Company also acknowledges and agrees that, except for the representations and warranties of Seller Parent and Merger Sub in ARTICLE IV, as qualified by the Parent Disclosure Schedules, constitute the sole and exclusive representations and warranties of any kind of Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby and without in any manner limiting the other obligations, duties or covenants of the parties elsewhere in this Agreement, the Company expressly disclaims reliance upon any other representations or warranties of any kind or nature, expressed or implied (including any such relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of Parent or any of its Subsidiaries, the quality, quantity or condition of Parent or its Subsidiaries’ assets), other than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in Article 3 or Article 4 this Agreement. THE COMPANY HEREBY COVENANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV, (as modified by the Company Disclosure Letter)X) NONE OF THE PARENT OR MERGER SUB OR OTHER PERSON (INCLUDING ANY STAKEHOLDER, respectivelyEQUITYHOLDER, the Seller Interests are being acquiredMANAGER, and the other transactions contemplated by this Agreement are being consummated “AS ISMEMBER, WHERE ISOFFICER, WITH ALL FAULTS” AND WITHOUT DIRECTOR, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF, WHETHER IN ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE INDIVIDUAL, CORPORATE OR ANY OTHER EXPRESSED CAPACITY) HAS MADE OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS IS MAKING, AND THE COMPANY HAS NOT RELIED ON OR IS RELYING ON, ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER NOT SET FORTH HEREIN, WHETHER ORAL OR NATUREWRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY ANY MATTER CONCERNING PARENT OR ANY OF ITS RESPECTIVE SUBSIDIARIES, THE SELLER INTERESTS THIS AGREEMENT OR THE ASSETS TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN IN THE CASE OF INTENTIONAL COMMON LAW FRAUD OR INTENTIONAL MISCONDUCT RELATED TO THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVETHIS AGREEMENT.

No Additional Representations; Disclaimer. (ia) Buyer, on behalf of itself and all Buyer Parties, Purchaser acknowledges and agrees that neither Seller nor any it has conducted to its satisfaction an independent investigation and verification of its Affiliates or Representativesthe financial condition, nor any other Person acting on behalf results of Seller nor any of its Affiliates or Representativesoperations, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth liabilities, properties and projected operations of the Acquired Companies, and, in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively. Buyer further agrees that except making its determination to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of proceed with the transactions contemplated by this Agreement. (ii) Buyer, Purchaser has relied solely on behalf the results of itself its own independent investigation and all Buyer Parties, acknowledges verification and agrees that, except for the representations and warranties of Seller the Acquired Companies and the Company Sellers expressly and specifically set forth in Sections 3.02 and 3.03, respectively, as qualified by the Disclosure Schedules, and the covenants and agreements of the Acquired Companies and the Sellers, respectively, expressly set forth in Article 3 or Article 4 (as modified by this Agreement. The representations and warranties of the Company Disclosure Letter)Acquired Companies and the Sellers expressly and specifically set forth in Sections 3.02 and 3.03, respectively, as qualified by the Seller Interests are being acquiredDisclosure Schedules, constitute the sole and exclusive representations, warranties and statements of any kind of any of the Acquired Companies and the Sellers in connection with this Agreement and the transactions contemplated hereby, and Purchaser expressly disclaims reliance upon any other representations, warranties and statements of any kind or nature, expressed or implied (including any relating to the other transactions contemplated by this Agreement are being consummated “future or historical financial condition, results of operations, prospects, assets or liabilities of the Acquired Companies, the quality, quantity or condition of the Acquired Companies assets). PURCHASER HEREBY COVENANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES AND THE SELLERS, 95 RESPECTIVELY, SET FORTH IN SECTIONS 3.02 AND 3.03, RESPECTIVELY, AS ISQUALIFIED BY THE DISCLOSURE SCHEDULES, WHERE ISNONE OF THE ACQUIRED COMPANIES, WITH ALL FAULTS” AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE SELLERS OR ANY OTHER EXPRESSED PERSON (INCLUDING ANY STOCKHOLDER, EQUITYHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) HAS MADE OR IS MAKING, AND PURCHASER HAS NOT RELIED ON AND IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR NATUREWRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE CONDITIONACQUIRED COMPANIES, VALUE THIS AGREEMENT OR QUALITY THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF THE COMPANY ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS OR THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVEPURCHASER’S REPRESENTATIVES.

No Additional Representations; Disclaimer. (i) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, including any representation or warranty as to the accuracy or completeness of any information regarding Seller the Assets, the Assumed Liabilities or the Company Business or its Subsidiaries otherwise regarding the Assets, the Assumed Liabilities or their respective businesses, operations the Business or assetsthe transactions contemplated by this Agreement, except as expressly set forth in Article 3 this Agreement or Article 4 (any Ancillary Agreement executed and delivered by Seller or as modified and to the extent expressly required by this Agreement to be set forth in the Company Disclosure Letter)Schedules hereto, respectivelyand that Buyer is consummating the transactions contemplated hereby without reliance on, and hereby disclaims, any representation or warranty, express or implied, by Seller or any other Person except as expressly set forth in this Agreement or any Ancillary Agreement executed and delivered by Seller or as and to the extent expressly required by this Agreement to be set forth in the Schedules hereto. Buyer further agrees that except to the extent provided in this Agreement, neither Seller nor any of its direct other Person makes any representation or indirect Affiliates or Representatives (or warranty to Buyer with respect to, and neither Seller nor any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including the Orange Glo International Management Presentation prepared by Xxxxxx Xxxxxxx & Co. LLC dated April 17, 2006 and any information, document document, or material made available to, or used by, to Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided any other Person in certain “data rooms” and online “data sites,” management presentations”, management interviews, presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (ii) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that, except for the representations and warranties of Seller and the Company expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively, the Seller Interests are being acquired, and the other transactions contemplated by this Agreement are being consummated “AS IS, WHERE IS, WITH ALL FAULTS” AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS OR THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, Ancillary Agreement except for the representations and warranties expressly set forth in Article 3 or Article 4this Agreement. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCESBuyer further acknowledges and agrees that Buyer has been given access to the premises, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITYproperties, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVEbooks, contracts and records of Seller and has been furnished with all additional financial and operational data and other information concerning the Assets, the Assumed Liabilities and the Business as Buyer has requested in connection with Buyer’s determination to enter into this Agreement and consummate the transactions contemplated hereby. Buyer further acknowledges and agrees that it is sophisticated in all aspects of the general industry of Seller and has sufficient knowledge and expertise to evaluate the purchase of the Assets and the consummation of the transactions contemplated hereby.

No Additional Representations; Disclaimer. (i) Buyer, on behalf of itself and all The Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representativesthe Seller, the Foundation nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Seller or the Company or its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth in Article 3 or Article 4 (as modified by this Agreement, and the Company Disclosure Letter), respectively. Buyer further agrees that except to neither the extent provided in this AgreementSeller, neither Seller the Foundation nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information, including, without limitation, the Confidential Memorandum relating to the Seller which was provided to the Buyer or its representatives, and any information, document or material made available to, or used by, to the Buyer or and its Affiliates or their respective Representatives, including information, documents or materials, provided representatives in certain the “data rooms” and online “data sites,room” management presentations, management interviews, presentations or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (ii) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that, except for the representations and warranties of Seller and the Company expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively, the Seller Interests are being acquired, and the other transactions contemplated by this Agreement are being consummated “AS IS, WHERE IS, WITH ALL FAULTS” AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS EXCEPT FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS OR THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 ARTICLE IV AND 4) ARE ARTICLE V, THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER FOUNDATION, THE SUBSIDIARIES AND THE SELLER AND MAKE NO OTHER ASSURANCESREPRESENTATION OR WARRANTY, REPRESENTATIONS EXPRESS OR WARRANTIES ABOUT THE QUALITYIMPLIED, CONDITION AT LAW OR STATE IN EQUITY, IN RESPECT OF THE COMPANY FOUNDATION, THE SUBSIDIARIES, THE SELLER OR ANY OF ITS THE ASSETS, LIABILITIES OR OPERATIONS OF THE FOUNDATION, THE SUBSIDIARIES OR THEIR RESPECTIVETHE SELLER, AND THE FOUNDATION, THE SUBSIDIARIES AND THE SELLER EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT 44 FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V, THE BUYER AGREES THAT IT IS PURCHASING THE PURCHASED ASSETS ON AN “AS IS” AND “WHERE IS” BASIS. The Buyer acknowledges that it has conducted to its satisfaction, its own independent investigation of the condition, operations and business of the Seller and the Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation.

No Additional Representations; Disclaimer. (i) BuyerEach of Parent and Merger Sub acknowledges, on behalf of itself and all Buyer Parties, acknowledges covenants and agrees that neither Seller nor any it is relying on its own independent investigation and analysis in entering into this Agreement and consummating the transactions contemplated hereby. Each of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, as to Parent and Merger Sub is knowledgeable about the accuracy or completeness of any information regarding Seller or industries in which the Company or and its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth in Article 3 or Article 4 (as modified by operate and is capable of evaluating the Company Disclosure Letter), respectively. Buyer further agrees that except to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” merits and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation risks of the transactions contemplated by this AgreementAgreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. (ii) BuyerThe representations and warranties expressly and specifically set forth in this ARTICLE IV as qualified by the Parent Disclosure Schedules, on behalf constitute the sole and exclusive representations and warranties of itself Parent and all Buyer Parties, acknowledges Merger Sub in connection with this Agreement and agrees that, except for the transactions contemplated hereby. Parent and Merger Sub also acknowledge that the representations and warranties of Seller and the Company expressly set forth in Article 3 or Article 4 (ARTICLE III, as modified qualified by the Company Disclosure LetterSchedules, constitute the sole and exclusive representations and warranties of any kind of the Company in connection with this Agreement and the transactions contemplated hereby and without in any manner limiting the other obligations, duties or covenants of the parties elsewhere in this Agreement, each of Parent and Merger Sub expressly disclaim reliance upon any other representations or warranties of any kind or nature, expressed or implied (including any such relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company or any of its Subsidiaries, the quality, quantity or condition of the Company or its Subsidiaries’ assets), respectivelyother than in the case of intentional common law fraud or intentional misconduct related to the representations and warranties set forth in this Agreement. PARENT AND MERGER SUB HEREBY COVENANT AND AGREE THAT, the Seller Interests are being acquiredEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III, and the other transactions contemplated by this Agreement are being consummated “AS ISQUALIFIED BY THE DISCLOSURE SCHEDULES, WHERE IS(X) NONE OF THE COMPANY OR OTHER PERSON (INCLUDING ANY STAKEHOLDER, WITH ALL FAULTS” AND WITHOUT EQUITYHOLDER, MANAGER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF, WHETHER IN ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE INDIVIDUAL, CORPORATE OR ANY OTHER EXPRESSED CAPACITY) HAS MADE OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS IS MAKING, AND NONE OF THE PARENT OR MERGER SUB HAS RELIED ON OR IS RELYING ON, ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER NOT SET FORTH HEREIN, WHETHER ORAL OR NATUREWRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, VALUE OR QUALITY OF ANY MATTER CONCERNING THE COMPANY OR ANY OF ITS RESPECTIVE SUBSIDIARIES, THE SELLER INTERESTS THIS AGREEMENT OR THE ASSETS TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN IN THE CASE OF INTENTIONAL COMMON LAW FRAUD OR INTENTIONAL MISCONDUCT RELATED TO THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and warranties expressly set forth in Article 3 or Article 4. THE PROVISIONS CONTAINED IN THIS AGREEMENT (INCLUDING THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES 3 AND 4) ARE THE RESULT OF EXTENSIVE NEGOTIATIONS BETWEEN BUYER AND SELLER AND NO OTHER ASSURANCES, REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION OR STATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVETHIS AGREEMENT.