Common use of Investigation by Buyer Clause in Contracts

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Business and acknowledges that Buyer has been provided access to personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, Buyer has relied upon, among other things, its due diligence investigation and analysis of the Companies and the Business, and Buyer: (a) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by Sellers or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than Genco) that are not expressly set forth in Article II or Article III of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article II and Article III are made by the Sellers and not Genco; (b) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than the Sellers) that are not expressly set forth in Article IV of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article IV are made by Genco and not the Sellers; (c) acknowledges and agrees that none of the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or 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 directors, officers, employees, affiliates, controlling persons, agents or representatives, including without limitation, any information, document, or material provided or made available, or statements made, to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives) during site or office visits, in any “data rooms”, management presentations or supplemental due diligence information provided to Buyer (including its directors, managers, officers, employees, affiliates, controlling persons, advisors, agents or representatives) in connection with discussions or access to management of the Business or in any other form in expectation of the transactions contemplated by this Agreement, in each case except, with respect to the Sellers and Genco, as applicable, to the extent reflected in the respective representations and warranties of each Seller in Article II or Article III or Genco in Article IV (collectively, “Due Diligence Information”); (d) acknowledges and agrees that (i) the Due Diligence Information includes certain projections, estimates and other forecasts, and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Buyer is familiar with such uncertainties, and (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (e) agrees, to the fullest extent permitted by Law, that none the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) resulting from the furnishing to Buyer, or Buyer’s use of, any Due Diligence Information, except for fraud or intentional misrepresentation.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the businessBusiness and the Assets, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Business and acknowledges that Seller has provided Buyer has been provided with access to the personnel, properties, premises and records of the Business for such this purpose. In entering into this Agreement, Buyer has relied upon, among other things, solely upon its due diligence own investigation and analysis of the Companies and the Businessanalysis, and Buyer: (a) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warrantiesnone of Seller, whether express or implied, made by Sellers or Nippon Selas nor XX Xxxxx nor any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than Genco) that are not expressly set forth in Article II or Article III of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article II and Article III are made by the Sellers and not Genco; (b) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than the Sellers) that are not expressly set forth in Article IV of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article IV are made by Genco and not the Sellers; (c) acknowledges and agrees that none of the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors agents or 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 directors, officers, employees, affiliates, controlling persons, agents or representatives, including without limitationexcept as and only to the extent expressly set forth herein with respect to such representations and warranties and subject to the limitations and restrictions contained in this Agreement, any information, document, or material provided or made available, or statements madeand (b) agrees, to Buyer (including its the fullest extent permitted by law, that none of Seller, Nippon Selas nor XX Xxxxx, nor any of their directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives) during site or office visits, in any “data rooms”, management presentations or supplemental due diligence information provided to Buyer (including its directors, managers, officers, employees, affiliates, controlling persons, advisors, agents or representatives) in connection with discussions or access to management of the Business or in any other form in expectation of the transactions contemplated by this Agreement, in each case except, with respect to the Sellers and Genco, as applicable, to the extent reflected in the respective representations and warranties of each Seller in Article II or Article III or Genco in Article IV (collectively, “Due Diligence Information”); (d) acknowledges and agrees that (i) the Due Diligence Information includes certain projections, estimates and other forecasts, and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Buyer is familiar with such uncertainties, and (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (e) agrees, to the fullest extent permitted by Law, that none the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives shall have or be subject to any liability or responsibility whatsoever to Buyer or its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors consultants, accountants, counsel or other representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) resulting from the furnishing to Buyerbased upon any information provided or made available, or Buyer’s use ofstatements made, to Buyer or its directors, officers, employees, affiliates, controlling persons, agents or representatives (or any Due Diligence Informationomissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except for fraud as and only to the extent expressly set forth herein with respect to such representations and warranties and subject to the limitations and restrictions contained in this Agreement. Buyer has no knowledge that the representations and warranties of Seller in this Agreement or intentional misrepresentationpursuant hereto are incorrect or incomplete in any material respect.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Genco Business and acknowledges that Buyer has been provided access to personnel, properties, premises and records of the Genco Business for such purpose. In entering into this Agreement, Buyer has relied upon, among other things, its due diligence investigation and analysis of the Companies and the Genco Business, and Buyer: (a) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by Sellers Parents or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than GencoGenco Holdings) that are not expressly set forth in Article II or Article III of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article II and Article III are made by the Sellers CenterPoint and not GencoGenco Holdings; (b) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by the Companies or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than the SellersParents) that are not expressly set forth in Article IV of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article IV are made by Genco Holdings and not the SellersCenterPoint; (c) acknowledges and agrees that none of Parents and the Companies or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or 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 directors, officers, employees, affiliates, controlling persons, agents or representatives, including without limitation, any information included in the Confidential Information Memorandum dated February 2004, as supplemented to the date of this Agreement, and any information, document, or material provided or made available, or statements made, to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives) during site or office visits, in any “data rooms”, ,” management presentations or supplemental due diligence information provided to Buyer (including its directors, managers, officers, employees, affiliates, controlling persons, advisors, agents or representatives) in connection with discussions or access to management of the Genco Business or in any other form in expectation of the transactions contemplated by this Agreement, in each case except, with respect to the Sellers Parents and GencoGenco Holdings, as applicable, to the extent reflected in the respective representations and warranties of each Seller CenterPoint in Article II or Article III or Genco Holdings in Article IV (collectively, “Due Diligence Information”); (d) acknowledges and agrees that (i) the Due Diligence Information includes certain projections, estimates and other forecasts, and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Buyer is familiar with such uncertainties, and (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (e) agrees, to the fullest extent permitted by Law, that none of Parents, the Companies or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) resulting from the furnishing to Buyer, or Buyer’s use of, any Due Diligence Information, except for fraud or intentional misrepresentation.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology Acquired Assets and prospects of the Business and acknowledges that Assumed Liabilities. Buyer has been provided access to personnelconducted its own independent review of all Orders of, propertiesand all motions, premises pleadings, and records of other submissions to, the Business for such purposeBankruptcy Court in connection with the Bankruptcy Cases. In entering into this Agreement, Buyer has relied upon, among other things, solely upon its due diligence own investigation and analysis of the Companies and the Businessanalysis, and Buyer: Buyer (ai) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by neither Sellers or nor any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors Affiliates or representatives (in each case other than Genco) that are not expressly set forth in Article II or Article III of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article II and Article III are made by the Sellers and not Genco; (b) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than the Sellers) that are not expressly set forth in Article IV of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article IV are made by Genco and not the Sellers; (c) acknowledges and agrees that none of the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives 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 directorsAffiliates or Related Persons, officers, employees, affiliates, controlling persons, agents or representatives, including without limitation, any information, document, or material provided or made available, or statements made, to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives) during site or office visits, in any “data rooms”, management presentations or supplemental due diligence information provided to Buyer (including its directors, managers, officers, employees, affiliates, controlling persons, advisors, agents or representatives) in connection with discussions or access to management of except for the Business or in any other form in expectation of the transactions contemplated by this Agreement, in each case except, with respect to the Sellers and Genco, as applicable, to the extent reflected in the respective representations and warranties of each Seller contained in Article II or Article III or Genco Section 4.1 (which are subject to the limitations and restrictions contained in Article IV (collectively, “Due Diligence Information”this Agreement); (d) acknowledges ; and agrees that (i) the Due Diligence Information includes certain projections, estimates and other forecasts, and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Buyer is familiar with such uncertainties, and (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (e) agrees, to the fullest extent permitted by Lawlaw, that none the Companies of Sellers, their Affiliates, or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives Related Persons shall have any liability or responsibility whatsoever to Buyer or its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors Affiliates or representatives Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws laws, or otherwise) resulting from the furnishing to Buyerbased upon any information provided or made available, or Buyer’s use ofstatements made, to Buyer or its Affiliates or Related Persons (or any Due Diligence Informationomissions therefrom), except including, without limitation, in respect of the specific representations and warranties of Sellers set forth in this Agreement, except, with regard to Sellers, for fraud 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. Notwithstanding the right of Buyer to investigate the Acquired Assets and Assumed Liabilities, and notwithstanding any knowledge obtained or intentional misrepresentationobtainable by Buyer as a result of such investigation, Buyer has the unqualified right to rely upon, and has relied upon, each of the representations and warranties expressly made by the Sellers in this Agreement. Such representations and warranties are bargained for assurances.

Investigation by Buyer. Buyer has conducted its own independent review (a) In connection with the decision to execute this Agreement and analysis of to consummate the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Business and acknowledges that Buyer has been provided access to personnel, properties, premises and records of the Business for such purpose. In entering into this Agreementtransactions contemplated hereby, Buyer has relied uponinspected and conducted such reasonable independent review, among other things, its due diligence investigation and analysis (financial and otherwise) of the Acquired Companies and their respective businesses as desired by Buyer. The execution of this Agreement and consummation of the Businesstransactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty by, or information from, Seller or the Acquired Companies or any of their respective Affiliates, Employees or Representatives, whether oral or written, express or implied (including any implied warranty of merchantability or of fitness for a particular purpose), except for the representations and warranties specifically and expressly set forth in Article III (as qualified or modified by the Seller Disclosure Schedules). Such consummation of the transactions contemplated hereby is instead done entirely on the basis of Buyer:’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Acquired Companies and their respective businesses, as well as those representations and warranties by Seller specifically and expressly set forth in Article III (as qualified or modified by the Seller Disclosure Schedules). (ab) Buyer acknowledges and agrees that it has not been induced by that, except for the representations and has not relied upon any representations or warrantieswarranties expressly contained Article III, whether express or impliednone of Seller, made by Sellers the Acquired Companies or any of their respective directors, managers, officers, equityholders, employees, affiliatesAffiliates, controlling persons, agents, advisors or representatives (in each case other than Genco) that are not expressly set forth in Article II Representatives, has made, is making or Article III of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article II and Article III are made by the Sellers and not Genco; (b) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than the Sellers) that are not expressly set forth in Article IV of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article IV are made by Genco and not the Sellers; (c) acknowledges and agrees that none of the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives makes or has shall be deemed to have made any representation or warranty, either express or implied, in connection with the transactions contemplated hereby, including as to the accuracy or and/or completeness of any of the information (including, without limitation, any estimates, projections, forecasts or other forward-looking information) provided or otherwise made available to Buyer or any of its directors, officers, employees, affiliatesAffiliates, controlling persons, agents agents, advisors or representativesRepresentatives (including, including without limitation, any information, document, or material provided or made available, or statements made, to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives) during site or office visits, in any “data rooms”management presentations, management presentations information or offering memorandum, supplemental due diligence information provided to Buyer (including its directors, managers, officers, employees, affiliates, controlling persons, advisors, agents or representatives) in connection with discussions other materials or access to management of the Business or in any other form in expectation of the transactions contemplated by this Agreement, in each case except, information with respect to any of the Sellers and Gencoabove). With respect to any such estimate, as applicableprojection or forecast delivered by or on behalf of any of the Acquired Companies to Buyer, to the extent reflected in the respective representations and warranties of each Seller in Article II or Article III or Genco in Article IV (collectively, “Due Diligence Information”); (d) Buyer acknowledges and agrees that (i) the Due Diligence Information includes certain projections, estimates and other forecasts, and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projectionsestimates, estimates projections and other forecasts and plans and forecasts, (ii) Buyer is familiar with such uncertainties, aware that actual results may differ materially and (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and shall not have any use of or reliance by Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (e) agrees, to the fullest extent permitted by Law, that none the Companies claim against Seller or any of its Nonparty Affiliates with respect to any such estimate, projection or forecast. Buyer acknowledges that neither Seller nor the Acquired Companies (nor any Person acting on their behalf) has made any representations or warranties to Buyer regarding the probable success or profitability of the Acquired Companies or their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) resulting from the furnishing to Buyer, or Buyer’s use of, any Due Diligence Information, except for fraud or intentional misrepresentationbusinesses.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Genco Business and acknowledges that Buyer has been provided access to personnel, properties, premises and records of the Genco Business for such purpose. In entering into this Agreement, Buyer has relied upon, among other things, its due diligence investigation and analysis of the Companies and the Genco Business, and Buyer: (a) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by Sellers Parents or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than GencoGenco Holdings) that are not expressly set forth in Article II or Article III of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article II and Article III are made by the Sellers CenterPoint and not GencoGenco Holdings; (b) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by the Companies or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than the SellersParents) that are not expressly set forth in Article IV of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article IV are made by Genco Holdings and not the SellersCenterPoint; (c) acknowledges and agrees that none of Parents and the Companies or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or 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 directors, officers, employees, affiliates, controlling persons, agents or representatives, including without limitation, any information included in the Confidential Information Memorandum dated February 2004, as supplemented to the date of this Agreement, and any information, document, or material provided or made available, or statements made, to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives) during site or office visits, in any “"data rooms”, ," management presentations or supplemental due diligence information provided to Buyer (including its directors, managers, officers, employees, affiliates, controlling persons, advisors, agents or representatives) in connection with discussions or access to management of the Genco Business or in any other form in expectation of the transactions contemplated by this Agreement, in each case except, with respect to the Sellers Parents and GencoGenco Holdings, as applicable, to the extent reflected in the respective representations and warranties of each Seller CenterPoint in Article II or Article III or Genco Holdings in Article IV (collectively, “Due Diligence Information”"DUE DILIGENCE INFORMATION"); (d) acknowledges and agrees that (i) the Due Diligence Information includes certain projections, estimates and other forecasts, and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Buyer is familiar with such uncertainties, and (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (e) agrees, to the fullest extent permitted by Law, that none of Parents, the Companies or any of their respective directors, managers, officers, equityholdersshareholders, employees, affiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) resulting from the furnishing to Buyer, or Buyer’s 's use of, any Due Diligence Information, except for fraud or intentional misrepresentation.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the businessAcquired Assets, operationsany liabilities being assumed hereunder, assets, liabilities, results of operations, financial condition, technology and prospects of the Business and acknowledges that Assumed Contracts. Buyer has been provided access to personnelconducted its own independent review of all Orders of, propertiesand all motions, premises pleadings, and records of other submissions to, the Business for such purposeBankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied upon, among other things, solely upon its due diligence own investigation and analysis of the Companies and the Businessanalysis, and Buyer: Buyer (ai) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warrantiesneither Seller, whether express or impliedthe Debtors, made by Sellers or nor any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors Affiliates or representatives (in each case other than Genco) that are not expressly set forth in Article II or Article III of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article II and Article III are made by the Sellers and not Genco; (b) acknowledges and agrees that it has not been induced by and has not relied upon any representations or warranties, whether express or implied, made by the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives (in each case other than the Sellers) that are not expressly set forth in Article IV of this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and acknowledges and agrees that all representations and warranties made in Article IV are made by Genco and not the Sellers; (c) acknowledges and agrees that none of the Companies or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives 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 directorsAffiliates or Related Persons, officers, employees, affiliates, controlling persons, agents or representatives, including without limitation, any information, document, or material provided or made available, or statements made, to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or representatives) during site or office visits, in any “data rooms”, management presentations or supplemental due diligence information provided to Buyer (including its directors, managers, officers, employees, affiliates, controlling persons, advisors, agents or representatives) in connection with discussions or access to management of except for the Business or in any other form in expectation of the transactions contemplated by this Agreement, in each case except, with respect to the Sellers and Genco, as applicable, to the extent reflected in the respective representations and warranties of each Seller contained in Article II or Article III or Genco Section 4.1 (which are subject to the limitations and restrictions contained in Article IV (collectively, “Due Diligence Information”this Agreement); (d) acknowledges ; and agrees that (i) the Due Diligence Information includes certain projections, estimates and other forecasts, and certain business plan information, (ii) there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and Buyer is familiar with such uncertainties, and (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates and other forecasts and plans so furnished to it and any use of or reliance by Buyer on such projections, estimates and other forecasts and plans shall be at its sole risk; and (e) agrees, to the fullest extent permitted by Lawlaw, that none the Companies of Seller, Debtors, their Affiliates or any of their respective directors, managers, officers, equityholders, employees, affiliates, controlling persons, agents, advisors or representatives Related Persons shall have any liability or responsibility whatsoever to Buyer or its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors Affiliates or representatives Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) resulting from the furnishing to Buyerbased 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. Without limiting the generality of the foregoing, for the avoidance of doubt, Buyer acknowledges that Seller (i) has not performed an inventory or inspection of the Acquired Assets and makes no representations or warranties regarding the existence, condition, value, or count of the Acquired Assets and (ii) shall have no liability nor any obligation to indemnify or reimburse Buyer or otherwise adjust the Purchase Price for any reason based upon Buyer’s use ofsubsequent inspection and/or inventory of the Acquired Assets. Except as provided in Section 1.6, any Due Diligence Information, except for fraud Buyer’s obligations under this Agreement are not contingent upon Buyer’s performance or intentional misrepresentationcompletion of due diligence or satisfaction of the results therefrom.