Common use of Condition of the Business Clause in Contracts

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that neither the Company nor the Selling Stockholder is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company and the Selling Stockholder in Article 5 (as modified by the Schedules hereto as supplemented or amended). Purchaser further represents that none of the Company, the Selling Stockholder or any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, any of the Subsidiaries, the Selling Stockholder or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Company, the Selling Stockholder, any of their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information. Purchaser acknowledges that it has conducted to its satisfaction its own independent investigation of the condition, operations and business of the Company and the Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation as well as the representations and warranties contained in Article 5 hereof.

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that neither the Company nor the Selling Stockholder Seller is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company and or the Selling Stockholder Seller, as the case may be, in Article 5 and Article 6 respectively (as modified by the Schedules hereto as supplemented or amended). Purchaser further represents that none of the Company, the Selling Stockholder Seller or any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, Company or any of the its Subsidiaries, the Selling Stockholder Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Company, the Selling StockholderSeller, any of their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s 's use of, any such information. Purchaser acknowledges that it has conducted to its satisfaction its own independent investigation of the condition, operations and business of the Company and the its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation as well as the representations and warranties contained in Article 5 hereofinvestigation.

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that neither the Company nor the Selling Stockholder is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company and the Selling Stockholder in Article 5 (as modified by the Schedules hereto as supplemented or amended). Purchaser further represents The Purchasers acknowledge that none of the CompanyCompanies, the Selling Stockholder Seller Parent, the Seller or any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, any of the SubsidiariesCompanies, the Selling Stockholder Seller Parent, the Seller, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the CompanySeller Parent, the Selling StockholderSeller, any of their respective Affiliates or any other Person will have or be subject to any liability Liability to Purchaser the Purchasers or any other Person resulting from the distribution to Purchaser the Purchasers or its their representatives or Purchaser’s the Purchasers' use of, any such information, including any confidential memoranda distributed on behalf of the Companies relating to the Companies or other publications or data room information provided to the Purchasers or their representatives, or any other document or information in any form provided to the Purchasers or their representatives in connection with the sale of the Companies and the transactions contemplated hereby. Purchaser acknowledges The Purchasers acknowledge that it has they have conducted to its satisfaction its their satisfaction, their own independent investigation of the condition, operations and business of the Company and the Subsidiaries Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has the Purchasers have relied on the results of its their own independent investigation as well as the representations and warranties contained in Article 5 hereofinvestigation.

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that neither the Company nor the Selling Stockholder Seller is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company and Seller, as the Selling Stockholder case may be, in Article 5 V and Article VI, respectively (as modified by the Schedules hereto as supplemented or amendeddelivered to Purchaser on the date of this Agreement). , and Purchaser further represents that none acknowledges and agrees that, except for the representations and warranties contained therein, the assets and the business of the Company, Company and the Selling Stockholder or any of their respective Affiliates nor any other Person has made any representation or warranty, express or impliedSubsidiaries are being transferred on a "where is" and, as to condition, "as is" basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the accuracy or completeness of any information regarding the Company, any representations and warranties of the Subsidiaries, the Selling Stockholder Company or the transactions contemplated by this Agreement not expressly Seller set forth in Article V or Article VI, respectively (as modified by the Schedules delivered to Purchaser on the date of this Agreement, and none of the Company, the Selling Stockholder, any of their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information). Purchaser acknowledges that it has conducted to its satisfaction satisfaction, its own independent investigation of the condition, operations and business of the Company and the Subsidiaries and, and has been provided access and an opportunity to review the information in respect of the Company and the Subsidiaries requested by Purchaser to its satisfaction. In making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the representations and warranties of the Company and Seller solely for purposes of conditions to closing as provided in Article IX and indemnification as provided in Article X, and otherwise has relied on the results of its own independent investigation as well as the representations and warranties contained in Article 5 hereofinvestigation.

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges Parent and agrees Merger Sub acknowledge and agree that neither the Company nor the Selling Stockholder is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company and the Selling Stockholder in Article 5 V (as modified by the Schedules hereto as supplemented or amended). Purchaser Parent and Merger Sub further represents represent that none of the Company, the Selling Stockholder Company or any of their respective its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, Company or any of the its Subsidiaries, the Selling Stockholder or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Company, the Selling Stockholder, any of their respective its Affiliates or any other Person will have or be subject to any liability to Purchaser Parent, Merger Sub or any other Person resulting from the distribution to Purchaser Parent, Merger Sub or its their respective representatives or Purchaser’s Parent's or Merger Sub's use of, any such information. Purchaser acknowledges Parent and Merger Sub acknowledge that it has they have conducted to its satisfaction its their satisfaction, their own independent investigation of the condition, operations and business of the Company and the its Subsidiaries and, in making its their determination to proceed with the transactions contemplated by this Agreement, Purchaser has Parent and Merger Sub have relied on the results of its their own independent investigation as well as the representations and warranties contained in Article 5 hereofinvestigation.

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges Parent and agrees Merger Sub acknowledge and agree that neither the Company nor the Selling Stockholder is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company and the Selling Stockholder in Article 5 (as modified by the Schedules hereto as supplemented or amended). Purchaser Parent and Merger Sub further represents represent that none of the Company, the Selling Stockholder Company or any of their respective its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, Company or any of the its Subsidiaries, the Selling Stockholder or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Company, the Selling Stockholder, any of their respective its Affiliates or any other Person will have or be subject to any liability to Purchaser Parent, Merger Sub or any other Person resulting from the distribution to Purchaser Parent, Merger Sub or its their respective representatives or Purchaser’s Parent's or Merger Sub's use of, any such information. Purchaser acknowledges Parent and Merger Sub acknowledge that it has they have conducted to its satisfaction its their satisfaction, their own independent investigation of the condition, operations and business of the Company and the its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has Parent and Merger Sub have relied on the results of its their own independent investigation as well as the representations and warranties contained in Article 5 hereofinvestigation.

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser Parent acknowledges and agrees that neither the Company nor the Selling Stockholder any of its Affiliates nor any other Person is making any representations or warranties whatsoever, express or implied, beyond those expressly given by (i) the Company and the Selling Stockholder in Article 5 V (as modified by the Company Disclosure Schedules hereto as supplemented or amendedamended in accordance with the terms hereof) and (ii) the Representative set forth in Section 11.10(b). Purchaser Parent further represents acknowledges that none of the Company, the Selling Stockholder or nor any of their respective its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, Company or any of the its Subsidiaries, the Selling Stockholder or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Company, the Selling Stockholder, any of their respective its Affiliates or any other Person will have or be subject to any liability to Purchaser Parent or any other Person resulting from the distribution to Purchaser Parent or its representatives or PurchaserParent’s use of, any such information, including any confidential memoranda distributed on behalf of the Company relating to the Company or any of its Subsidiaries or other publications or data room information provided to Parent or its representatives, or any other document or information in any form provided to Parent or its representatives in connection with the sale of the Company and its Subsidiaries and the transactions contemplated hereby. Purchaser Parent acknowledges that it has conducted conducted, to its satisfaction satisfaction, its own independent investigation of the condition, operations and business of the Company and the its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser Parent has relied on the results of its own independent investigation as well as the representations and warranties contained in Article 5 hereofinvestigation.

Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that neither the Company nor the Selling Stockholder is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company and the Selling Stockholder in Article 5 (as modified by the Schedules hereto as supplemented or amended)III and Article IV. Purchaser further represents that none of the Company, the Selling Stockholder or any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, Company or any of the Subsidiaries, the Selling Stockholder Stockholder, or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Company, the Selling Stockholder, any of their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of the Company relating to the Company or any of the Subsidiaries or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Company and its Subsidiaries and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction satisfaction, its own independent investigation of the condition, operations and business of the Company and the Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation as well as the representations and warranties contained in Article 5 hereofinvestigation.