NO OTHER REPRESENTATIONS; LIMITATIONS Clause Samples

NO OTHER REPRESENTATIONS; LIMITATIONS. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED PURSUANT TO THIS AGREEMENT, THE PURCHASED ASSETS AND THE BUSINESS ARE BEING SOLD "AS IS" AND, EXCEPT AS EXPLICITLY SET FORTH ELSEWHERE IN THIS ARTICLE V, PARENT AND SELLER MAKE NO, AND HEREBY DISCLAIM AND EXCLUDE ANY, EXPRESS, ORAL OR IMPLIED REPRESENTATION OR WARRANTY (INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WHATSOEVER. (b) Notwithstanding anything to the contrary contained herein, (i) any matter which is actually known by any Member or by any executive officer of Buyer or Buyer Parent prior to the Closing shall not constitute a breach of any representation or warranty of Parent or Seller herein and (ii) any matter, event or omission which existed prior to or as of August 19, 1998 relating to the Business, the Purchased Assets or otherwise shall not constitute a breach of any representation or warranty of Parent or Seller herein, so long as Parent or Seller does not have Knowledge of such matter, event or omission prior to the date hereof. ARTICLE VI