Common use of Independent Investigation; Seller’s Representations Clause in Contracts

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge that each has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their representatives (except the specific representations and warranties set forth in Article III and the schedules thereto). The Purchaser and Purchaser Shareholder hereby acknowledge and agree that (a) other than the representations and warranties made in Article III, none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including any information, documents or material made available to the Purchaser or Purchaser Shareholder, whether orally or in writing, in responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assetsAssets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading Sellers or their its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and Purchaser Shareholder hereby acknowledge and agree agrees that (a) other than the representations and warranties made in Article III, none of the Seller Parent, Seller, Intac TradingSellers, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution CompaniesMedvend Entities, the Acquired Equity Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller Sellers and the Distribution Companies Medvend Entities or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including Business and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their its representatives (except the specific representations and warranties of the Seller set forth in Article III and the schedules theretohereto). The Purchaser hereby agrees and Purchaser Shareholder hereby acknowledge and agree acknowledges that (a) other than the representations and warranties made in Article IIIIII and the schedules hereto, none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests Purchased Assets or the Assets, Business including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies Seller; or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including the Offering Memorandum, and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSTransactions.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the BusinessLearning Entities, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business Learning Entities for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of the Seller Parent, Seller, Intac Trading Sellers or their representatives (except the specific representations and warranties of the Sellers set forth in Article III (and the certificate referred to in Section 8.02(a)) and the schedules thereto). The Purchaser hereby acknowledges and Purchaser Shareholder hereby acknowledge and agree agrees that (a) other than the representations and warranties made in Article III, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives make makes or have has made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution CompaniesLearning Entities, the Acquired Interests Shares or the Purchased Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Learning Entities by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies Sellers or (iii) the probable success or profitability of the Business Learning Entities after the Closing and (b) none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the BusinessLearning Entities, including the Confidential Information Memorandum and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Each Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser Purchasers and its their Affiliates and representatives. The Each Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the each Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading Sellers or their representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Each Purchaser hereby acknowledges and Purchaser Shareholder hereby acknowledge and agree agrees that (a) other than the representations and warranties made in Article III, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests Subsidiaries, the Shares or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Purchasers after the Closing in any manner other than as used and operated by the Seller ParentSellers, Seller the Companies and the Distribution Companies Subsidiaries or (iii) the probable success or profitability of the Business after the Closing and (b) other than the indemnification obligations of the Sellers set forth in Article VII and Article IX, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder Purchasers or to any other Person resulting from the distribution to the PurchaserPurchasers, its their Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s Purchasers’ use of, any information relating to the Business, including the Confidential Business Overview Presentation dated June 2006 and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchasers, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder Purchasers or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business Except for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge that each has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their representatives (except the specific representations and warranties set forth in Article III and the schedules thereto). The Purchaser and Purchaser Shareholder hereby acknowledge and agree that (a) other than the representations and warranties made contained in Article IIIthis Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance with the terms of this Agreement), none the Purchaser acknowledges and agrees that neither of the Seller ParentSellers, Sellerthe Companies, Intac Trading, its Affiliates, the Operating Company or any of their respective officers, directors, employees Affiliates or representatives make any other Person makes any other express or have made any implied representation or warranty, express or implied, at law or in equity, warranty with respect to the Distribution Companies, the Acquired Interests Operating Company, the Purchased Equity Interests, the Bulk Gas Business or the Assetstransactions contemplated by this Agreement, or with respect to any financial information or other information provided to the Purchaser, whether on behalf of the Sellers, the Companies, the Operating Company or any of their Affiliates or such other Persons, including as to (ia) merchantability or fitness of any assets or properties for any particular use or purpose, (iib) the use of the assets of the Bulk Gas Business and the operation of the Bulk Gas Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iiic) the probable success or profitability of the ownership, use or operation of the Companies, the Operating Company or the Bulk Gas Business by the Purchaser after the Closing Closing, and (b) none each of the Seller ParentSellers, Sellerthe Companies and the Operating Company disclaims any representations or warranties not contained in this Agreement, Intac Tradingwhether made by the Sellers, its Affiliatesthe Companies, the Operating Company or any of their respective Affiliates, officers, directors, employees employees, agents or representatives representatives. The Purchaser acknowledges and agrees that, except for such representations and warranties contained therein, the Companies, the Operating Company, their assets and properties and the Bulk Gas Business 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 representations and warranties set forth in this Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance herewith). Except as set forth in this Agreement, none of the Sellers, the Companies, the Operating Company or any of their Affiliates or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including any such information, documents document, or material made available to the Purchaser or Purchaser Shareholderin the data room, whether orally or in writing, in responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder management presentations or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSAccordingly, Purchaser represents and warrants that it is relying on no representations, warranties or disclosures by the Sellers, the Companies, the Operating Company or any of their Affiliates or any other Person as an inducement to enter into this Agreement or to consummate the transactions contemplated herein, other than as set forth in this Agreement.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, and liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, and premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their its representatives (except the specific representations and warranties of the Seller set forth in Article III and the schedules thereto). The Purchaser hereby agrees and Purchaser Shareholder hereby acknowledge and agree acknowledges that (a) other than the representations and warranties made in Article III, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests Purchased Assets or the Assets, Business including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies Seller; or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including the Offering Memorandum, and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSTransactions.

Independent Investigation; Seller’s Representations. The Purchaser Buyer and Purchaser Shareholder has its representatives have conducted its their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology Product and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representativesPurchased Assets. The Purchaser Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business relevant information for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge Buyer acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading Sellers or their representatives (except the specific representations and warranties of Sellers set forth in Article III and the schedules theretoIII). The Purchaser Buyer hereby agrees and Purchaser Shareholder hereby acknowledge and agree acknowledges that (ai) other than the representations and warranties made in Article III, none of the Seller ParentSellers, Seller, Intac Trading, its any of their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests Purchased Assets or the Assets, Product including as to (iA) merchantability or fitness for any particular use or purpose, (iiB) the operation use of the Business Purchased Assets by the Purchaser Buyer after the Closing Date in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies Sellers or (iiiC) the probable success or profitability of the Business Product after the Closing Date, and (bii) other than the indemnification obligations of Sellers set forth in Article VII, none of the Seller ParentSellers, Seller, Intac Trading, its any of their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder Buyer or to any other Person resulting from the distribution to the PurchaserBuyer, its Affiliates or representatives of, or the Purchaser’s or Purchaser ShareholderBuyer’s use of, any information relating to the BusinessProduct and the Purchased Assets, including any information, documents or material made available to the Purchaser or Purchaser ShareholderBuyer, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder Buyer or in any other form in expectation of the transactions contemplated by this Agreement. ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTY AGAINST INFRINGEMENT AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS) ARE HEREBY WAIVED BY BUYER. BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN ARTICLE V ADDITIONAL AGREEMENTSIII, BUYER TAKES THE PRODUCT AND, THE PURCHASED ASSETS “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their its representatives (except the specific representations and warranties of the Seller set forth in Article III and the schedules thereto). The Purchaser hereby agrees and Purchaser Shareholder hereby acknowledge and agree acknowledges that (a) other than the representations and warranties made in Article III, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests Purchased Assets or the Assets, Business including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies Seller; or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including the Offering Memorandum, and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTSTransactions.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their its representatives (except the specific representations and warranties of the Seller set forth in Article III IV (and the certificate referred to in Section 9.02(a)) and the schedules thereto). The Purchaser hereby acknowledges and Purchaser Shareholder hereby acknowledge and agree agrees that (a) other than the representations and warranties made in Article IIIIV, none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives make makes or have has made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution CompaniesPurchased Shares, the Acquired Interests Purchased Assets or the AssetsBusiness, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including the Confidential Information Memorandum of the Seller relating to the Business and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology condition and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives, including expert advisers that are experienced in the valuation of businesses such as the Business and the purchase of stock, property and assets such as the Stock as contemplated hereby. The Purchaser acknowledges and confirms that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purposepurpose and to enable Purchaser to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. In entering into this Agreement, the Purchaser acknowledges and Purchaser Shareholder acknowledge confirms that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading the Seller or their representatives (except the specific representations and warranties of the Parent set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and Purchaser Shareholder hereby acknowledge and agree agrees that (a) other than the representations and warranties made in Article III, none of the Seller Parent, the Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Acquired Companies, the Acquired Interests Stock or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, the Seller and the Distribution Acquired Companies or (iii) the probable success or profitability of the Business after the Closing and (b) other than the indemnification obligations of the Parent set forth in Article IX, none of the Seller Parent, the Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including the Confidential Information Presentation, and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the businessBusiness, operations, assetsAssets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser hereby acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge that each has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their representatives (except the specific representations and warranties set forth in Article III and the schedules thereto). The Purchaser and Purchaser Shareholder hereby acknowledge and agree agrees that (a) other than the representations and warranties set forth in or made in Article IIIpursuant to this Agreement and the Foundry Agreement, none of the Seller ParentSellers, Seller, Intac Trading, its their respective Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, warranty with respect to the Distribution CompaniesCompany, the Acquired Interests Shares or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iii) the probable success or profitability of the Business after the Closing Assets and (b) other than the indemnification obligations of each Seller set forth in Article VIII, and other than any Liability which arises from fraud or intentional misrepresentation of any of the Sellers or their respective Affiliates, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability Liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including the Confidential Memorandum, dated as of September 2007 (the “Confidential Memorandum”), and any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder Purchaser, during site visits or in any other form in expectation of the transactions contemplated by this Agreement, except that if any of the provisions of this Agreement are not performed in accordance with their terms or are otherwise breached, the parties shall be entitled to seek specific performance of the terms thereof in accordance with applicable Law. ARTICLE V ADDITIONAL AGREEMENTSFor the avoidance of doubt, the Purchaser shall be able to pursue and enforce any and all remedies available under applicable Law or otherwise in respect of any Liability which arises from fraud or intentional misrepresentation of any of the Sellers or their respective Affiliates. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or their respective representatives (except the specific representations and warranties of each Seller set forth in or made pursuant to this Agreement and the representations and warranties of Renesas set forth in or made pursuant to the Foundry Agreement).

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their its representatives (except the specific representations and warranties of the Seller set forth in Article III IV and the schedules theretothereto and in the Additional Agreements). The Purchaser hereby agrees and Purchaser Shareholder hereby acknowledge and agree acknowledges that (a) other than the representations and warranties made to Seller in Article IIIIV and Deed (if any), none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests Purchased Assets or the Assets, Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iii) the probable success or profitability of the Business after the Closing and (b) other than the obligations of the Seller set forth in Section 7.02, none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by Contemplated Transactions. No knowledge that the Purchaser should have gained as a result of its due diligence investigation shall limit the scope of the remedies available to Purchaser based on Seller’s representations and warranties made in Article IV of this AgreementAgreement or any of the Additional Agreements; provided, however that the knowledge that Purchaser has obtained as a result of the independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Business shall prevent Purchaser from later making a claim for a breach of a covenant set forth in this Agreement or specific representations and warranties of the Seller set forth in Article III (and the related disclosure schedules) and in the Additional Agreements. ARTICLE V ADDITIONAL AGREEMENTSV

Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises personnel and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge acknowledges that each it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading Sellers or their its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby agrees and Purchaser Shareholder hereby acknowledge and agree acknowledges that (a) other than the representations and warranties made in Article III, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests Purchased Assets or the Assets, Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies Sellers or (iii) the probable success or profitability of the Business after the Closing and (b) other than the indemnification obligations of the Sellers set forth in Article VII or in case of fraud or gross negligence, none of the Seller ParentSellers, Seller, Intac Trading, its their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including any information, documents or material made available to the Purchaser or Purchaser ShareholderPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS.