Independent Investigation; Disclaimer of Other Representations. The Buyer has conducted its own independent investigation, review and analysis of the Business, results of operations, condition (financial or otherwise) and assets of the Company Entities, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company Entities for such purpose. The Buyer acknowledges and agrees that (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Companies set forth in Article 3 and of the Sellers set forth in Article 4 of this Agreement (including the related portions of the Schedules), and (b) none of the Sellers, the Companies or any other Person has made any representation or warranty as to the Company Entities or the Sellers, except as expressly set forth in Article 3 and Article 4 of this Agreement (including the related portions of the Schedules). The Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges that the Companies and the Sellers and their respective Affiliates hereby specifically disclaim any such other representation or warranty made by any Person.
Independent Investigation; Disclaimer of Other Representations. The Purchaser has conducted its own independent investigation, review and analysis of the Business, results of operations, condition (financial or otherwise) and assets of the Company. The Purchaser acknowledges and agrees that (a) in making its decision to enter into this Agreement and to consummate the Transactions, it has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ARTICLE 4 of this Agreement (and as qualified by the Disclosure Schedules) or in any other Transaction Document to which it is a party, (b) the express representations and warranties made by the Company in ARTICLE 4 and ARTICLE 5 of this Agreement (and as qualified by the Disclosure Schedules), in any certificate furnished by the Company pursuant to this Agreement or in any other Transaction Document to which it is a party are the exclusive representations and warranties made by the Company, or any other Person, with respect to the Company, its Business, or its assets or the subject matter of this Agreement, (c) none of the Sellers, the Company, or any other Person has made any representation or warranty as to the Company, its Business, or its assets or the Sellers, except as expressly set forth in ARTICLE 4 of this Agreement (and as qualified by the Disclosure Schedules) and (d) the Purchaser specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person and acknowledges that Company and each Seller 66 hereby specifically disclaims any such other representation or warranty made by any Person. The Parties hereto acknowledge and agree that this Section 6.6 does not preclude Purchaser from bringing a claim for Fraud pursuant to Section 8.10.
Independent Investigation; Disclaimer of Other Representations. Buyer has conducted its own independent investigation, review and analysis of the Assets and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Seller for such purpose. Xxxxx acknowledges and agrees that (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Seller set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules), (b) the representations and warranties made by the Seller in Article 4 of this Agreement (and as qualified by the Disclosure Schedules) are the exclusive representations and warranties made by the Seller, or any other Person, with respect to the Seller or the Assets, or the subject matter of this Agreement, and (c) none of the Seller or any other Person has made any representation or warranty as to the Seller or the Assets, except as expressly set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules). Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges that the Seller hereby specifically disclaims any such other representation or warranty made by any Person. Except as expressly set forth herein, the Seller makes no express or implied warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the Assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent.
