Common use of Investigation by Buyer Clause in Contracts

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made 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 Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business as formerly carried on by Seller Companies and acknowledges that Seller has Sellers have provided Buyer with reasonable the access requested by Buyer to the personnel, properties, premises and records of the Business Companies for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysisanalysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (ia) acknowledges that neither Seller nor none of Sellers, the Companies or any of its Affiliates their respective directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives makes or has made 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 Affiliates or Related directors, officers, employees, Affiliates, controlling Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); agents or representatives, and (iib) agrees, to the fullest extent permitted by Lawlaw, that none of Sellerneither Sellers, its Affiliates or the Companies nor any of their respective Related Persons directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates directors, officers, employees, Affiliates, controlling Persons, agents or Related Persons representatives (or any omissions therefrom), including, without limitation, except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect of to the specific representations and warranties of Seller set forth Sellers in this Agreement, except, with regard to Seller, for the representations Article III and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, Acquired Assets and the Acquired Assets, operations, technology, assets, liabilities, financial condition Assumed Liabilities and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer and its Affiliates and representatives with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller Sellers nor any Affiliates of its Sellers or any of their respective Responsible Officers or any of the Seller Representatives or other Person on behalf of Sellers or any Affiliates or Related Persons of Sellers makes or has made 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 Affiliates or Related PersonsResponsible Officers, except for the representations and warranties contained in Section 4.1 Article V hereof (which are subject to the limitations and restrictions contained in this Agreement, and as modified by the Disclosure Schedules); and (ii) agrees, to the fullest extent permitted by Law, that none of SellerSellers, its Sellers’ Affiliates or any of their respective Related Persons Responsible Officers or any of the Seller Representatives or other Person on behalf of Sellers or any Affiliates of Sellers shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons Responsible Officers on any basis (including, without limitation, including in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons Responsible Officers (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Acquired Assets and the Assumed Liabilities and the Business, the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller Sellers and acknowledges that Seller has Sellers have provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller Sellers nor any of its their Affiliates or Related Persons makes or has made 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 Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Sellerthe Sellers, its their Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, for fraud or intentional misconduct and with regard to SellerSellers, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business as formerly carried on Company and the Division Entities, which investigation, review and analysis was done by Seller Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises premises, Contracts and records of the Business Company and the Division Entities for this purpose. Buyer has conducted its own independent review of all Orders ofacknowledges that, and all motions, pleadings, and other submissions to, the Bankruptcy Court except for those representations or warranties expressly set forth in connection with the Bankruptcy Case. In entering into this Agreement, Buyer it has not relied solely upon its own investigation and analysison, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made shall not be entitled to rely on, any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates agents or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, representatives. Buyer agrees that none of Seller, its Affiliates or the Company, the Division Entities nor any of their respective Related Persons agents, representatives, employees or Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its Affiliates agents or Related Persons representatives on any basis (including, without limitation, including in contract or tort, under federal or state securities Laws laws, or otherwise, otherwise but excluding misrepresentation or concealment arising from actual fraud of Sellerfraud) based upon any information provided or made available, or statements made, to Buyer or its Affiliates agents or Related Persons (or any omissions therefrom)representatives prior to the date hereof, including, without limitation, in respect of the specific representations and warranties of Seller set forth except as provided in this Agreement, except, with regard to Seller, for Agreement or the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Transition Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired AssetsAssets and the Assumed Liabilities, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made 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 Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.Section

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises premises, Contracts and records of the Business Company and the Division Entities for this purpose. Buyer has conducted its own independent review of all Orders ofExcept as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates that, except for those representations or Related Persons makes or warranties expressly set forth in this Agreement, it has made not relied on, and shall not be entitled to rely, on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates agents or Related Personsrepresentatives, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, agrees that none of Seller, its Affiliates or the Company, the Division Entities nor any of their respective Related Persons agents, representatives, employees or Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its Affiliates agents or Related Persons representatives on any basis (including, without limitation, including in contract or tort, under federal or state securities Laws laws, or otherwise, otherwise but excluding misrepresentation fraud or concealment arising from actual fraud of Sellerintentional misconduct) based upon any information provided or made available, or statements made, to Buyer or its Affiliates agents or Related Persons (or any omissions therefrom), including, without limitation, in respect representatives prior to the date of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreementexcept as otherwise set forth herein.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business as formerly carried on Company and the Division Entities, which investigation, review and analysis was done by Seller Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises premises, Contracts and records of the Business Company and the Division Entities for this purpose. Buyer has conducted its own independent review of all Orders ofExcept as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates that, except for those representations or Related Persons makes or warranties expressly set forth in this Agreement, it has made not relied on, and shall not be entitled to rely, on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates agents or Related Personsrepresentatives, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, agrees that none of Seller, its Affiliates or the Company, the Division Entities nor any of their respective Related Persons agents, representatives, employees or Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its Affiliates agents or Related Persons representatives on any basis (including, without limitation, including in contract or tort, under federal or state securities Laws Laws, or otherwise, otherwise but excluding misrepresentation or concealment arising from actual fraud of Sellerfraud) based upon any information provided or made available, or statements made, to Buyer or its Affiliates agents or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject representatives prior to the limitations and restrictions contained in this Agreementdate hereof.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business as formerly carried on Company and the Division Entities, which investigation, review and analysis was done by Seller Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer’s representatives. Buyer acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises premises, Contracts and records of the Business Company and the Division Entities for this purpose. Buyer has conducted its own independent review of all Orders ofacknowledges that, and all motions, pleadings, and other submissions to, the Bankruptcy Court except for those representations or warranties expressly set forth in connection with the Bankruptcy Case. In entering into this Agreement, Buyer it has not relied solely upon its own investigation and analysison, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made shall not be entitled to rely on, any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates agents or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, representatives. Buyer agrees that none of Seller, its Affiliates or the Company, the Division Entities nor any of their respective Related Persons agents, representatives, employees or Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its Affiliates agents or Related Persons representatives on any basis (including, without limitation, including in contract or tort, under federal or state securities Laws laws, or otherwise, otherwise but excluding misrepresentation or concealment arising from actual fraud of Sellerfraud) based upon any information provided or made available, or statements made, to Buyer or its Affiliates agents or Related Persons (or any omissions therefrom)representatives prior to the date hereof, including, without limitation, in respect of the specific representations and warranties of Seller set forth except as provided in this Agreement, except, with regard to Seller, for Agreement or the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Transition Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, Acquired Assets and the Acquired AssetsAssumed Liabilities and the business, operations, technology, assets, liabilities, financial condition and prospects of the LTV Tubular Business as formerly carried on by Seller and acknowledges that Seller has Sellers have provided Buyer with reasonable access to the personnel, properties, premises and records of the LTV Tubular Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy CaseCases. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that (a) neither Seller Sellers nor any of its Affiliates or their Related Persons or Affiliates makes or has made 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 any of its Affiliates Related Persons or Related PersonsAffiliates, except for as and only to the representations and warranties contained extent expressly set forth in Section 4.1 Article 5 (which are subject to the limitations and restrictions contained in this Agreement); , and (iib) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates Sellers or any of their respective Related Persons or Affiliates shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons or Affiliates on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons or Affiliates (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller Sellers set forth in this Agreement, except, with regard to SellerSellers, for as and only to the representations and warranties contained extent expressly set forth in Section 4.1 and, with respect to such representations and warranties, Article 5 (which are subject to the limitations and restrictions contained in this Agreement).

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired AssetsAssets and the Assumed Liabilities, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made 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 Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business as formerly carried on Company and the Division Entities, which investigation, review and analysis was done by Seller Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises premises, Contracts and records of the Business Company and the Division Entities for this purpose. Buyer has conducted its own independent review of all Orders ofExcept as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates that, except for those representations or Related Persons makes or warranties expressly set forth in this Agreement, it has made not relied on, and shall not be entitled to rely, on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates agents or Related Personsrepresentatives, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, agrees that none of Seller, its Affiliates or the Company, the Division Entities nor any of their respective Related Persons agents, representatives, employees or Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its Affiliates agents or Related Persons representatives on any basis (including, without limitation, including in contract or tort, under federal or state securities Laws Laws, or otherwise, otherwise but excluding misrepresentation or concealment arising from actual fraud of Seller[Washington DC #361873 v9] 29 fraud) based upon any information provided or made available, or statements made, to Buyer or its Affiliates agents or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject representatives prior to the limitations and restrictions contained in this Agreementdate hereof.

Investigation by Buyer. (a) Buyer has conducted its own independent due diligence, searches, inspections, investigations, review and analysis of the Business, the Acquired Assetsbusiness, operations, technology, assets, liabilities, results of operations, financial condition condition, and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access each Company, to the personnelextent that it has desired to do so, properties, premises and records of the Business for this purpose. Buyer has conducted been assisted advised by its own independent review of all Orders oflegal, accounting and all motions, pleadings, and other submissions to, the Bankruptcy Court business advisers in connection with the Bankruptcy Caseacquisition of the Purchased Shares. In entering into this Agreement, the Buyer has relied solely upon its own investigation and analysis, analysis and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made 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 Affiliates or Related Persons, except for upon the representations and warranties contained in Section 4.1 (of Seller which are subject to the limitations and restrictions contained expressly set forth in this Agreement); Agreement and the Schedules attached hereto. (iib) Buyer agrees, to the fullest extent permitted by Lawlaw, that none of the Companies, Seller, its Affiliates or any of their respective Related Persons directors, officers, employees, attorneys, accountants, agents or representatives thereof (each, a “Company Party”) shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or of tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, made to Buyer in writing or its Affiliates via email, except that the foregoing limitations shall not apply: (A) to the extent Seller makes a representation or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller warranty set forth in this AgreementAgreement and the Schedules attached hereto, exceptor in any materials referenced therein, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, but always subject to the limitations and restrictions contained in therein; or (B) with respect to any covenants or other agreements made by Seller under this Agreement; or (C) with respect to any claim by Buyer of fraud against any Company Party.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, Acquired Assets and the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purposeAssumed Liabilities. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made 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 Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Lawlaw, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Business, the Acquired Assets, operations, technologybusiness, assets, liabilitiescondition, financial condition operations and prospects of the Business as formerly carried on by Seller Company and acknowledges that Seller Buyer has been provided Buyer with reasonable access to the personnel, properties, premises and records of the Business Company for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysisanalysis and the representations, warranties and covenants contained herein and in the agreements to be entered into connection herewith, and Buyer Buyer: (i) acknowledges that it has had the opportunity to visit with the Seller and the Company and meet with the officers and other representatives to discuss the business and the assets, liabilities, financial condition, cash flow and operations of the Company; (ii) acknowledges that neither the Seller nor the Company or any of its Affiliates the directors, officers, employees, affiliates, agents or Related Persons representatives makes or has made 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 Affiliates their agents or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject representatives prior to the limitations and restrictions contained in execution of this Agreement); and and (iiiii) agrees, to the fullest extent permitted by Lawlaw, that none of Seller, its Affiliates neither the Seller nor the Company or any of their respective Related Persons the directors, officers, employees, affiliates, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject prior to the limitations and restrictions contained in execution of this Agreement.