Common use of Condition of Conveyed Assets Clause in Contracts

Condition of Conveyed Assets. Purchaser and its representatives and agents have had and exercised, prior to the date hereof, the right to enter upon the Norian Facility and to make all inspections and investigations of the Norian Facility and the Conveyed Assets deemed necessary or desirable by Purchaser. Purchaser is purchasing the Conveyed Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of Seller other than as set forth in this Agreement. In light of these inspections and investigations and the representations and warranties made to Purchaser by Seller in Article V hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in this Agreement. PURCHASER REPRESENTS THAT NEITHER SELLER NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SELLER, THE CONVEYED ASSETS OR THE ASSUMED LIABILITIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NEITHER SELLER NOR 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 RELATING TO THE BUSINESS CONDUCTED AT THE NORIAN FACILITY, ANY EXECUTIVE SUMMARY OR OTHER PUBLICATION OR PRESENTATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES, OR ANY OTHER DOCUMENT OR INFORMATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES IN CONNECTION WITH THE SALE OF THE CONVEYED ASSETS OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Condition of Conveyed Assets. Purchaser and its representatives and agents have had and exercised, prior to the date hereof, the right to enter upon the Norian Facility Real Property and to make all inspections and investigations of the Norian Facility Business and the Conveyed Assets deemed necessary or desirable by Purchaser, provided that no knowledge acquired or capable of being acquired by Purchaser or its representatives in the course of such inspections and investigations shall waive or otherwise limit any representation or warranty of Seller herein or limit any right or remedy of Purchaser, whether based upon any inaccuracy or breach of any such representation or warranty hereunder or otherwise. Purchaser is purchasing the Conveyed Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of Seller other than as set forth in this Agreement. In light of these inspections and investigations and the representations and warranties made to Purchaser by Seller in Article V hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in this Agreement. PURCHASER REPRESENTS THAT NEITHER SELLER NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ANY OF SELLER, THE BUSINESS, THE CONVEYED ASSETS OR THE ASSUMED LIABILITIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NEITHER SELLER NOR 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 RELATING TO THE BUSINESS CONDUCTED AT THE NORIAN FACILITYBUSINESS, ANY EXECUTIVE SUMMARY OFFERING MEMORANDUM OR OTHER PUBLICATION OR PRESENTATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES, OR ANY OTHER DOCUMENT OR INFORMATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES IN CONNECTION WITH THE SALE OF THE CONVEYED ASSETS BUSINESS OTHER THAN AS SET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS HAD AN OPPORTUNITY TO DISCUSS THE ENVIRONMENTAL CONDITION OF THE CONVEYED ASSETS WITH VARIOUS EMPLOYEES, AGENTS AND/OR REPRESENTATIVES OF SELLER, BUT NO KNOWLEDGE ACQUIRED OR CAPABLE OF BEING ACQUIRED BY PURCHASER THEREBY SHALL WAIVE OR OTHERWISE LIMIT ANY REPRESENTATION OR WARRANTY OF SELLER HEREIN RELATING THERETO. PURCHASER HAS INVESTIGATED AND HAS KNOWLEDGE OF OPERATIVE OR PROPOSED GOVERNMENTAL LAWS AND REGULATIONS INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL AND LAND USE LAWS AND REGULATIONS TO WHICH THE CONVEYED ASSETS ARE OR MAY BE SUBJECT AND PURCHASER IS PURCHASING THE CONVEYED ASSETS UPON THE BASIS OF ITS REVIEW AND DETERMINATION OF THE APPLICABILITY AND EFFECT OF SUCH LAWS AND REGULATIONS, AND THE REPRESENTATIONS AND WARRANTIES REGARDING SUCH MATTERS SET FORTH HEREIN, AND PROVIDED THAT ANY RIGHT OF PURCHASER HEREUNDER BASED UPON THE BREACH OF ANY SUCH REPRESENTATION OR WARRANTY, OR -33- 40 ANY COVENANT OF SELLER HEREIN, WILL NOT BE AFFECTED BY ANY SUCH INVESTIGATION OR KNOWLEDGE ACQUIRED (OR CAPABLE OF BEING ACQUIRED) BY PURCHASER AT ANY TIME, WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT OR THE CLOSING DATE.

Condition of Conveyed Assets. Purchaser and its representatives and agents have had and exercised, prior to the date hereof, the right to enter upon the Norian Facility Real Property and to make all inspections and investigations of the Norian Facility Business and the Conveyed Assets deemed necessary or desirable by Purchaser, provided that no knowledge acquired or capable of being acquired by Purchaser or its representatives in the course of such inspections and investigations shall waive or otherwise limit any representation or warranty of Seller herein or limit any right or remedy of Purchaser, whether based upon any inaccuracy or breach of any such representation or warranty hereunder or otherwise. Purchaser is purchasing the Conveyed Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of Seller other than as set forth in this Agreement. In light of these inspections and investigations and the representations and warranties made to Purchaser by Seller in Article V hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in this Agreement. PURCHASER REPRESENTS THAT NEITHER SELLER NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ANY OF SELLER, THE BUSINESS, THE CONVEYED ASSETS OR THE ASSUMED LIABILITIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NEITHER SELLER NOR 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 RELATING TO THE BUSINESS CONDUCTED AT THE NORIAN FACILITYBUSINESS, ANY EXECUTIVE SUMMARY OFFERING MEMORANDUM OR OTHER PUBLICATION OR PRESENTATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES, OR ANY OTHER DOCUMENT OR INFORMATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES IN CONNECTION WITH THE SALE OF THE CONVEYED ASSETS BUSINESS OTHER THAN AS SET FORTH IN THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS HAD AN OPPORTUNITY TO DISCUSS THE ENVIRONMENTAL CONDITION OF THE CONVEYED ASSETS WITH VARIOUS EMPLOYEES, AGENTS AND/OR REPRESENTATIVES OF SELLER, BUT NO KNOWLEDGE ACQUIRED OR CAPABLE OF BEING ACQUIRED BY PURCHASER THEREBY SHALL WAIVE OR OTHERWISE LIMIT ANY REPRESENTATION OR WARRANTY OF SELLER HEREIN RELATING THERETO. PURCHASER HAS INVESTIGATED AND HAS KNOWLEDGE OF OPERATIVE OR PROPOSED GOVERNMENTAL LAWS AND REGULATIONS INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL AND LAND USE LAWS AND REGULATIONS TO WHICH THE CONVEYED ASSETS ARE OR MAY BE SUBJECT AND PURCHASER IS PURCHASING THE CONVEYED ASSETS UPON THE BASIS OF ITS REVIEW AND DETERMINATION OF THE APPLICABILITY AND EFFECT OF SUCH LAWS AND REGULATIONS, AND THE REPRESENTATIONS AND WARRANTIES REGARDING SUCH MATTERS SET FORTH HEREIN, AND PROVIDED THAT ANY RIGHT OF PURCHASER HEREUNDER BASED UPON THE BREACH OF ANY SUCH REPRESENTATION OR WARRANTY, OR ANY COVENANT OF SELLER HEREIN, WILL NOT BE AFFECTED BY ANY SUCH INVESTIGATION OR KNOWLEDGE ACQUIRED (OR CAPABLE OF BEING ACQUIRED) BY PURCHASER AT ANY TIME, WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT OR THE CLOSING DATE.

Condition of Conveyed Assets. Purchaser and its representatives and agents have had and exercised, prior to the date hereof, the right to enter upon the Norian Facility Real Property and to make all inspections and investigations of the Norian Facility and the Conveyed Assets deemed necessary or desirable requested by Purchaser. Purchaser is purchasing the Conveyed Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of Seller other than as Pfizer or any of the Asset Selling Corporations not expressly set forth in this Agreement, including the Exhibits and Schedules hereto and ancillary agreements provided for herein. In light Any claims Purchaser may have for breach of these inspections and investigations and representation or warranty shall be based solely on the representations and warranties made to Purchaser by Seller of Pfizer set forth in this Agreement, including the Exhibits and Schedules hereto and ancillary agreements provided for herein. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED BY PFIZER. In addition, without limitation, notwithstanding anything in Article V hereofto the contrary, Purchaser is relinquishing acknowledges that Pfizer makes no representation or warranty of any right kind as to the prospects of the future distribution and sale of Virginiamycin or any other Product in any country or territory. In addition, Purchaser acknowledges that the Conveyed Assets and Employees do not constitute all of the facilities, assets and personnel owned, leased and employed by the Asset Selling Corporations in connection with the manufacture, storage, distribution and sale of the Products and that additional facilities, assets and personnel are necessary to manufacture, store, distribute and sell the Products as currently conducted by the Asset Selling Corporations. Neither Pfizer nor any other Person will have or be subject to any claim based on liability to Purchaser resulting from the distribution to Purchaser or its representatives or Purchaser's use of any representations and warranties other than those specifically included information regarding any of the Products, the Asset Selling Corporations, the Conveyed Assets or the Assumed Liabilities not expressly set forth in this Agreement. PURCHASER REPRESENTS THAT NEITHER SELLER NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTYAgreement or the Exhibits and Schedules hereto and ancillary agreements, EXPRESS OR IMPLIEDincluding, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SELLERwithout limitation, THE CONVEYED ASSETS OR THE ASSUMED LIABILITIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENTany confidential memoranda distributed on behalf of Pfizer relating to the Products or other publication provided to Purchaser or its representatives, AND NEITHER SELLER NOR 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 RELATING TO THE BUSINESS CONDUCTED AT THE NORIAN FACILITY, ANY EXECUTIVE SUMMARY OR OTHER PUBLICATION OR PRESENTATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES, OR ANY OTHER DOCUMENT OR INFORMATION PROVIDED TO PURCHASER OR ITS REPRESENTATIVES IN CONNECTION WITH THE SALE OF THE CONVEYED ASSETS OTHER THAN AS SET FORTH IN THIS AGREEMENTor any other document or information provided to Purchaser or its representatives in connection with the sale of the Products.