Common use of EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION PROVISION; RELATIONSHIP BETWEEN THE PARTIES Clause in Contracts

EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION PROVISION; RELATIONSHIP BETWEEN THE PARTIES. It is the explicit intent and understanding of each of the parties hereto that neither party nor any of its affiliates, representatives or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Sections 2 and 3 and neither party is relying on any statement, representation or warranty, oral or written, express or implied, made by the other party or such other party's affiliates, representatives or agents, except for the representations and warranties set forth in such sections. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE BUSINESS AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT THE PURCHASER TAKES THE ASSETS OF THE BUSINESS "AS IS" AND "WHERE IS". The indemnity provided for in Section 8 shall be the sole and exclusive remedy of each party after the Closing for any inaccuracy of any representation or warranty of the other party or any failure or breach of any covenant, obligation, condition or agreement to be performed or fulfilled by the other party. In furtherance of the foregoing, and except as explicitly provided for in this Agreement, the parties hereto hereby waive to the fullest extent permitted under applicable law any and all rights, claims, and causes of action either of them may have against the other party hereto relating to such breach. The parties agree that this is an arm's length transaction in which the parties' undertakings and obligations are limited to the performance of their obligations under this Agreement. The Purchaser acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the Company and the Subsidiaries and that it has only a contractual relationship with the Seller, based solely on the terms of this Agreement, and that there is no special relationship of trust or reliance between the Purchaser and the Seller.

EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION PROVISION; RELATIONSHIP BETWEEN THE PARTIES. It is the explicit intent and understanding of each of the parties hereto that neither party nor any of its affiliatesAffiliates, representatives or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Sections 2 and 3 this Agreement and neither party is relying on any statement, representation or warranty, oral or written, express or implied, made by the other party or such other party's affiliatesAffiliates, representatives or agents, except for the representations and warranties warran- ties set forth in such sectionsthis Agreement. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE BUSINESS AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT THE PURCHASER TAKES THE ASSETS OF THE BUSINESS "COMPANY AND ITS SUBSIDIARIES TAKEN AS IS" AND "WHERE IS"A WHOLE. The indemnity provided for in Section 8 7 of this Agreement shall be the sole and exclusive remedy of each party the Purchaser after the Closing for any inaccuracy of any representation or warranty of the other party Shareholder or any failure or breach of any covenant, obligation, condition or agreement to be performed or fulfilled by the other party. In furtherance of the foregoing, and except as explicitly provided for Shareholder in this Agreement, the parties hereto hereby waive to the fullest extent permitted under applicable law any and all rights, claims, and causes of action either of them may have against the other party hereto relating to such breach. The parties agree that this is an arm's length transaction in which the parties' undertakings and obligations are limited to the performance of their obligations under this Agreementthe Documents. The Purchaser acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the business of the Company and the its Subsidiaries taken as a whole, and that it has only a contractual relationship with the SellerShareholder, based solely on the terms of this Agreement, and that there is no special relationship of trust or reliance between the Purchaser and the SellerShareholder.

EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION PROVISION; RELATIONSHIP BETWEEN THE PARTIES. It is the explicit intent and understanding of each of the parties hereto that neither party nor any of its affiliates, representatives or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Sections Section 2 and 3 and neither party is relying on any statement, representation or warranty, oral or written, express or implied, made by the other party or such other party's affiliates, representatives or agents, except for the representations and warranties set forth in such sections. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE BUSINESS OF THE COMPANIES TAKEN AS A WHOLE AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT THE PURCHASER TAKES THE ASSETS OF THE BUSINESS "AS IS" AND "WHERE IS". The indemnity provided for in Section 8 7 shall be the sole and exclusive remedy of each party the Purchaser after the Closing for any inaccuracy of any representation or warranty of the other party Seller or any failure or breach of any covenant, obligation, condition or agreement to be performed or fulfilled by the other party. In furtherance of the foregoing, and except as explicitly provided for in this Agreement, the parties hereto hereby waive to the fullest extent permitted under applicable law any and all rights, claims, and causes of action either of them may have against the other party hereto relating to such breachSeller. The parties agree that this is an arm's length transaction in which the parties' undertakings and obligations are limited to the performance of their obligations under this Agreement. The Purchaser acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the Company and the Subsidiaries and that it has only a contractual relationship with the Seller, based solely on the terms of this Agreement, Agreement and that there is no special relationship of trust or reliance between the Purchaser and the Seller.

EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION PROVISION; RELATIONSHIP BETWEEN THE PARTIES. It is the explicit intent and understanding of each of the parties hereto that neither party nor none of such parties or any of its affiliatestheir respective Affiliates, representatives or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Sections Section 2 and 3 and neither no party is relying on any statement, representation or warranty, oral or written, express or implied, made by the any other party or such other party's affiliatesAffiliates, representatives or agents, except for the representations and warranties set forth in such sections. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE BUSINESS AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT THE PURCHASER TAKES THE ASSETS OF THE BUSINESS "AS IS" AND "WHERE IS"sections and in the Ancillary Agreements. The indemnity provided for in Section 8 7 shall be the sole and exclusive monetary remedy of each party the Purchaser and the Sellers after the Closing for any inaccuracy of any representation or warranty of the other party Sellers or the Purchaser, as the case may be, or any failure or breach of any covenant, obligation, condition or agreement to be performed or fulfilled by the other party. In furtherance Sellers or the Purchaser, as the case may be, pursuant to this Agreement and the Ancillary Agreements or otherwise arising out of Purchaser's purchase of the foregoingShares, and except as explicitly provided PROVIDED, HOWEVER, that the foregoing shall not (i) prevent Purchaser or Sellers from bringing an action for in this Agreement, the parties hereto hereby waive fraud or (ii) apply to the fullest extent permitted Sellers' or Purchaser's obligations under applicable law any and all rights, claims, and causes of action either of them may have against the other party hereto relating to such breachSection 4.4. The parties agree that this is an arm's length transaction in which the parties' undertakings and obligations are limited to the performance of their obligations under this Agreement. The Purchaser acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the Company and the Subsidiaries investor and that it has only a contractual relationship with the SellerSellers, based solely on the terms of this Agreement, Agreement and that there is no special relationship of trust or reliance between the Purchaser and any Seller. Notwithstanding anything herein to the Sellercontrary, no investigation by or on behalf of Purchaser into the business, operations, prospects, assets or condition (financial or otherwise) of the Target Company Group shall diminish in any way the effect of any representations or warranties made by the Sellers in this Agreement or the Ancillary Agreements or shall relieve any Seller of any of its obligations under this Agreement or the Ancillary Agreements.