Common use of Independent Review Clause in Contracts

Independent Review. Buyer has conducted its own independent review and analysis of the Business and its condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that, without limiting those representations or warranties made to Buyer in this Agreement, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), and, without limiting such representations and warranties, Buyer: (a) acknowledges that (i) it has had the opportunity to visit with the Acquired Companies and meet with their officers and other representatives to discuss the Business and its condition, cash flow and prospects and (ii) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, Liabilities, books, records and Contracts of the Acquired Companies and that are included in the Transferred Assets and Liabilities) as it deems adequate; (c) acknowledges that, except as set forth in Article III or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), neither Sellers, the Acquired Companies, nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, and that it has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; (d) agrees, to the fullest extent permitted by Law, but without limiting any representation or warranty set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), that neither Sellers, the Acquired Companies, nor any of their respective equity holders, directors, officers, employees, Affiliates, agents or representatives shall have any Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon information, documents, or materials made available, whether orally or in writing, in any company presentation, the Confidential Information Presentation, Teaser, “data room” or due diligence, in any form, made available to Buyer, prior to the execution of this Agreement; and (e) acknowledges that, neither Sellers, the Acquired Companies, nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, has made or shall be deemed to have made, and that it has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Acquired Companies, the Transferred Assets and Liabilities or the Business, other than the representations, warranties, covenants and agreements of Sellers that are expressly set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III).

Independent Review. Buyer has conducted its own independent review and analysis of the Business and its condition, cash flow and prospects, the Acquired Assets and the Assumed Liabilities, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business Seller for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that, without limiting those representations or warranties made to Buyer in this Agreement, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained hereinherein or in the Seller Ancillary Documents, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), and, without limiting such representations and warranties, Buyer: (a) acknowledges that that: (i) it has had the opportunity to visit with the Acquired Companies Seller and meet with their the officers and other representatives to discuss the Business and its condition, cash flow and prospects prospects, the Acquired Assets and the Assumed Liabilities, and (ii) all materials and information requested by Buyer have been provided to Buyer to Buyer’s 's reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, Liabilitiesliabilities, books, records and Contracts contracts of the Acquired Companies and that are included in the Transferred Assets and LiabilitiesSeller) as it Buyer deems adequate;; and (c) acknowledges that, except as set forth in Article III or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any for representations and warranties made in Article III)this Agreement or in the Seller Ancillary Documents, neither Sellers, the Acquired Companies, Seller nor any of their respective partnersits directors, officers, employees, Affiliates, agents or representatives makes, and that it has not relied on, make any other representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; (d) agrees, to the fullest extent permitted by Law, but without limiting any representation or warranty set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), that neither Sellers, the Acquired Companies, nor any of their respective equity holders, directors, officers, employees, Affiliates, agents or representatives shall have any Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon information, documents, or materials made available, whether orally or in writing, in any company presentation, the Confidential Information Presentation, Teaser, “data room” or due diligence, in any form, made available to Buyer, prior to the execution of this Agreement; and (e) acknowledges that, neither Sellers, the Acquired Companies, nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, has made or shall be deemed to have made, and that it has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Acquired Companies, the Transferred Assets and Liabilities or the Business, other than the representations, warranties, covenants and agreements of Sellers that are expressly set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III).

Independent Review. Buyer has conducted its own independent review and analysis of the Business Company Group and its condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business Company Group for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business Company Group and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that, without limiting those representations or warranties made to Buyer in this Agreement, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), that Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement Transactions and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), and, without limiting such representations and warranties, Buyer: (a) acknowledges that that: (i) it has had the opportunity to visit with the Acquired Companies Company Group and meet with their its officers and other representatives to discuss the Business Company Group and its condition, cash flow and prospects and (ii) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, Liabilities, books, records and Contracts of the Acquired Companies and that are included in the Transferred Assets and Liabilities) as it Buyer deems adequate; (c) acknowledges that, except as set forth in Article III or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations III, Article IV and warranties in Article III)Section 6.12, neither SellersSeller, the Acquired Companiesnor any Company Group Member, nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, and that it Buyer has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; (d) agrees, to the fullest extent permitted by Law, but without limiting any representation or warranty set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), that neither SellersSeller, the Acquired Companiesnor any Company Group Member, nor any of their respective equity holderspartners, directors, officers, employees, Affiliates, agents or representatives shall will have any Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon information, documents, any information provided or materials made available, whether orally or in writingstatements made, in any company presentation, the Confidential Information Presentation, Teaser, “data room” or due diligence, in any form, made available to Buyer, Buyer prior to the execution of this Agreement; and (e) acknowledges that, neither Sellers, the Acquired Companies, Seller nor any Company Group Member nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, has made or shall will be deemed to have made, and that it Buyer has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Acquired Companies, the Transferred Assets and Liabilities or the BusinessCompany Group, other than the representations, warranties, covenants and agreements of Sellers Seller that are expressly set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III)Agreement.

Independent Review. Buyer has conducted its own independent review and analysis of the Business Company Group and its condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business Company Group for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business Company Group and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that, without limiting those representations or warranties made to Buyer in this Agreement, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), that Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer is knowledgeable about the industries in which the Business Company Group operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), and, without limiting such representations and warranties, Buyer: (a) acknowledges that that: (i) it has had the opportunity to visit with the Acquired Companies Company and meet with their its officers and other representatives Representatives to discuss the Business Company Group and its condition, cash flow and prospects and (ii) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, Liabilities, books, records and Contracts of the Acquired Companies and that are included in the Transferred Assets and Liabilities) as it Buyer deems adequate; (c) acknowledges that, except as set forth in Article III or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III)IV, neither none of Sellers, the Acquired CompaniesCompany Group Members, nor any of their respective partners, officers, employees, Affiliates, agents or representatives other Representatives makes, and that it Buyer has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives Representatives prior to the execution of this Agreement; (d) agrees, to the fullest extent permitted by Law, but without limiting any representation or warranty set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), that neither none of Sellers, the Acquired CompaniesCompany Group Members, nor any of their respective equity holderspartners, directors, officers, employees, Affiliates, agents or representatives shall other Representatives will have any Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon information, documents, any information provided or materials made available, whether orally or in writingstatements made, in any company presentation, the Confidential Information Presentation, Teaser, “data room” or due diligence, in any form, made available to Buyer, Buyer prior to the execution of this Agreement; and (e) acknowledges that, neither none of Sellers, the Acquired CompaniesCompany Group Members, nor any of their respective partners, officers, employees, Affiliates, agents or representatives other Representatives makes, has made or shall will be deemed to have made, and that it Buyer has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Acquired Companies, the Transferred Assets and Liabilities or the BusinessCompany Group, other than the representations, warranties, covenants and agreements of Sellers that are expressly set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III)Agreement.

Independent Review. Buyer has conducted its own independent review and analysis of the Business and its condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. Buyer Xxxxx acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that, without limiting those representations or warranties made to Buyer in this Agreement, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecastsuncertainties. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, as modified by in the Schedules, or any Ancillary Agreements and in the certificate required to be delivered in connection with this Agreement (pursuant to the extent such certificate pertains to any such representations and warrantiesSection 7.3(c), and, without limiting such representations and warranties, Buyer: (a) acknowledges that that: (i) it has had the opportunity to visit with the Acquired Companies and meet with their officers and other representatives to discuss the Business and its condition, cash flow and prospects prospects; and (ii) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, Liabilitiesliabilities, books, records and Contracts of the Acquired Companies and that are included in the Transferred Assets and LiabilitiesCompanies) as it Buyer deems adequate; (c) acknowledges that, except as set forth in Article III and Article IV of this Agreement, the Ancillary Agreements or any the certificate required to be delivered in connection with this Agreement (pursuant to the extent such certificate pertains to any representations and warranties in Article IIISection 7.3(c), neither SellersParent, the Acquired Companies, Companies nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, and that it Buyer has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; (d) agrees, to the fullest extent permitted by Law, but without limiting any representation or warranty set forth in Article IIIIII and Article IV, as modified by the Schedules, Ancillary Agreements or any the certificate required to be delivered in connection with this Agreement (pursuant to the extent such certificate pertains to any representations and warranties in Article IIISection 7.3(c), that neither SellersParent, the Acquired Companies, Companies nor any of their respective equity holderspartners, directors, officers, employees, Affiliates, agents or representatives shall have any Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon information, documents, any information provided or materials made available, whether orally or in writingstatements made, in any company presentation, the Confidential Information Presentation, Teaser, “data room” or due diligence, in any form, made available to Buyer, Buyer prior to the execution of this Agreement; and (e) acknowledges that, neither SellersParent, the Acquired Companies, Companies nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, has made or shall be deemed to have made, and that it Buyer has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Acquired Companies, the Transferred Assets and Liabilities Companies or the Business, other than the representations, warranties, covenants and agreements of Sellers Parent that are expressly set forth in Article IIIthis Agreement, as modified by the Schedules, Ancillary Agreements or any the certificate required to be delivered in connection with this Agreement (pursuant to the extent such certificate pertains to any representations and warranties in Article IIISection 7.3(c).

Independent Review. Buyer has conducted its own independent review and analysis of the Business and its condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that, without limiting those representations or warranties made to Buyer in this Agreement, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), that Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), and, without limiting such representations and warranties, Buyer: (a) acknowledges that (i) it has had the opportunity to visit with the Acquired Companies Company and meet with their officers and other representatives to discuss the Business and its condition, cash flow and prospects and (ii) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, Liabilities, books, records and Contracts of the Acquired Companies Company and that are included in the Transferred Assets and Liabilities) as it Buyer deems adequate; (c) acknowledges that, except as set forth in Article III or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), neither SellersSeller, the Acquired CompaniesCompany, nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, and that it Buyer has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement; (d) agrees, to the fullest extent permitted by Law, but without limiting any representation or warranty set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), that neither SellersSeller, the Acquired CompaniesCompany, nor any of their respective equity holderspartners, directors, officers, employees, Affiliates, agents or representatives shall have any Liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon information, documents, any information provided or materials made available, whether orally or in writingstatements made, in any company presentation, the Confidential Information Presentation, Teaser, “data room” or due diligence, in any form, made available to Buyer, Buyer prior to the execution of this Agreement; and; (e) acknowledges that, neither SellersSeller, the Acquired CompaniesCompany, nor any of their respective partners, officers, employees, Affiliates, agents or representatives makes, has made or shall be deemed to have made, and that it Buyer has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Acquired CompaniesCompany, the Transferred Assets and Liabilities or the Business, other than the representations, warranties, covenants and agreements of Sellers Seller that are expressly set forth in Article IIIthis Agreement and the Ancillary Agreements; and (f) represents that, as modified of the date hereof, Buyer does not know of any condition or event which constitutes or may constitute a breach by Seller of the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties set forth in Article III).

Independent Review. Buyer has conducted its own independent review and analysis of the Business and its condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that, without limiting those representations or warranties made to Buyer in this Agreement, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), that Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. EXCEPT AS SET FORTH IN ARTICLE III, none of HD Supply, its affiliates or any of their respective directors, officers, equityholders, members, partners, employees, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of any of the information set forth in management presentations relating to the acquired Companies made available to buyer, its Affiliates or its Representatives, in materials made available in any “data room” (virtual or otherwise), including any cost estimates delivered or made available, in financial projections or other projections, in presentations by the management of the acquired Companies, in “break-out” discussions, in responses to questions submitted by or on behalf of buyer, its Affiliates or its Representatives, whether orally or in writing, in materials prepared by or on behalf of the acquired Companies, or in any other form, or the pro-forma financial information, projections or other forward-looking statements of any acquired Company, in each case in expectation or furtherance of the transactions contemplated by this Agreement. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranties contained herein, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any such representations and warranties), and, without limiting such representations and warranties, Buyer: (a) acknowledges that (i) it has had the opportunity to visit with the Acquired Companies and meet with their officers and other representatives Representatives to discuss the Business and its condition, cash flow and prospects prospects, and (ii) all materials and information requested by Buyer have been provided to Buyer to Buyer’s reasonable satisfaction; (b) acknowledges that it has undertaken such due diligence (including a review of the assets, Liabilitiesliabilities, books, records and Contracts of the Acquired acquired Companies and that are included in the Additional Transferred Assets and LiabilitiesAssets) as it Buyer deems adequate; (c) acknowledges that, except as set forth in Article III or III, none of HD Supply, any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), neither Sellers, the Acquired Companies, of its Affiliates nor any of their respective partners, directors, officers, employees, Affiliates, agents or representatives Representatives makes, and that it Buyer has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives Representatives prior to the execution of this Agreement; (d) agrees, to the fullest extent permitted by Law, but without limiting any representation or warranty that except as set forth in Article III, as modified by the Schedulesno Seller, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III), that neither Sellers, nor the Acquired Companies, Companies nor any of their respective equity holderspartners, managers, directors, officers, employees, Affiliates, agents or representatives shall Representatives will have any Liability liability or responsibility whatsoever to Buyer on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon information, documents, any information provided or materials made available, whether orally or in writingstatements made, in any company presentation, the Confidential Information Presentation, Teaser, “data room” or due diligence, in any form, made available to Buyer, Buyer prior to the execution of this Agreement, or any errors therein or omissions therefrom; and (e) acknowledges that, neither Sellersnone of HD Supply, the Acquired Companies, any of its Affiliates nor any of their respective partners, directors, officers, employees, Affiliates, agents or representatives Representatives makes, has made or shall will be deemed to have made, and that it Buyer has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Acquired Companies, the Transferred Assets and Liabilities Companies or the Business, other than the representations, warranties, covenants and agreements of Sellers HD Supply that are expressly set forth in Article III, as modified by the Schedules, or any certificate delivered in connection with this Agreement (to the extent such certificate pertains to any representations and warranties in Article III)Agreement.