Common use of Independent Investigation; No Other Representations and Warranties Clause in Contracts

Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none of the Company, the Sellers or any of their respective Affiliates have made and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company, its business or the transactions contemplated hereby, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1).

Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none of the Company, the Sellers Seller or any of their respective Affiliates have made and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company, its business or the transactions contemplated hereby, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers Seller or any of their its partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available furnished to the Buyer or any of its Affiliates; provided, that this Section 5.7 4.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a6.3(a) (subject to the limitations contained in Sections 7.3 6.3 and 9.18.1).

Independent Investigation; No Other Representations and Warranties. The Buyer (a) Each Seller Party acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4 of this Agreement or in any Ancillary Agreement, none of the CompanyBuyer Parties, any of the Sellers Buyer Parties’ Affiliates or any other Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, including any representation or warranty as to (A) the financial condition of Buyer or (B) the accuracy or completeness of any information made available to the Seller Parties or any of their respective Affiliates have made and shall not be deemed to have made, nor has Representatives in connection with this Agreement or their investigation of the Buyer (including any estimates, forecasts, budgets, projections or other financial information), and (iii) except in respect of (x) the representations and warranties expressly set forth in Article 4 of this Agreement or in any of its Affiliates relied onAncillary Agreement, or (y) Fraud, the Seller Parties will have no right or remedy (and Buyer will have no Liability whatsoever) arising out of, and each Seller Party expressly disclaims any reliance upon, any representation, warrantywarranty or other statement (whether written or oral) made by, covenant on behalf of or agreement, express or implied, with respect relating to the CompanyBuyer Parties or any of Buyer’s Affiliates, including in any materials, documentation or other information regarding the Buyer made available to the Seller Parties and/or of their respective its business Representatives in connection with this Agreement (including any estimates, forecasts, budgets, projections or other financial information), or any errors therein or omissions therefrom. For the transactions contemplated herebyavoidance of doubt, other than those representations, warranties, covenants nothing in this Section 3.19 shall limit the right of the Seller Indemnitees to rely on the representations and agreements explicitly warranties set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers Agreement or any of Ancillary Agreement or their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives respective rights to indemnification under Article 6 or controlling persons, Article 10 or shall operate in any Affiliate of any of the foregoing, or seek manner to hold any such Person liable, limit a claim for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1)Fraud.