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

Investigation; No Other Representations or Warranties. Each of the Company, Blocker, Parent, Blocker Merger Sub and Company Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, the Company and its Subsidiaries, and with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each of the other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, Parent, Blocker Merger Sub and Company Merger Sub, and their respective representatives have received from Blocker or the Company or their respective representatives certain other estimates, projections and other forecasts for Blocker, the Company and its Subsidiaries and certain estimates, plans and budget information. Each of Parent, Blocker Merger Sub and Company Merger Sub, on behalf of itself, acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that Parent, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company or any of their respective direct or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with respect thereto other than in connection with a breach of any of the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and any representations and warranties of such Person expressly set forth in any Ancillary Agreement, no party to this Agreement has made and shall not be deemed to have made any representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Blocker Merger Sub and Company Merger Sub agrees that neither Blocker, the Company, any Selling Equityholder nor any of their respective Affiliates or representatives, makes or has made any representation or warranty to Parent, Blocker Merger Sub or Company Merger Sub or any of their representatives or Affiliates with respect to: (i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Company Merger Sub or Blocker Merger Sub or their respective representatives or Affiliates; or (ii) any other information, statement or documents heretofore or hereafter delivered to or made available to Parent, Company Merger Sub or Blocker Merger Sub or their respective representatives or Affiliates, except to the extent and as expressly covered by a representation and warranty made by the Company and contained in Section 3.1 and Section 3.3 of this Agreement or by Blocker and contained in Section 3.2 of this Agreement.

Investigation; No Other Representations or Warranties. Each (a) Buyer and Merger Sub have conducted a thorough review and analysis of the Companybusiness, Blockeroperations, Parentassets, Blocker Merger Sub liabilities, results of operations, financial condition, software, technology and Company Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, prospects of the Company and its Subsidiariesacknowledge that Buyer and Merger Sub have been provided access to the personnel, properties, premises and with respect to records of the Company and Blocker, Parent, Blocker, Merger Sub relevant personnel and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each records of the other applicable Persons as each Seller for such Person considers material in determining whether to enter into this Agreement purpose. (b) Except for the representations and to consummate the transactions contemplated warranties expressly set forth in this Agreement. Each such Person acknowledges , Buyer and agrees that it has had an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, Parent, Blocker Merger Sub and Company Merger Subacknowledge that none of Seller, and their respective representatives have received from Blocker or the Company or their respective representatives certain other estimates, projections and other forecasts for Blocker, the Company and any of its Subsidiaries and certain estimates, plans and budget information. Each of Parent, Blocker Merger Sub and Company Merger Sub, on behalf of itself, acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that Parent, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert makes any claim other express or cause of action against Blocker, the Company or any of their respective direct or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with respect thereto other than in connection with a breach of any of the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and any representations and warranties of such Person expressly set forth in any Ancillary Agreement, no party to this Agreement has made and shall not be deemed to have made any implied representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Blocker Merger Sub and Company Merger Sub agrees that neither BlockerStock, the Company, any Selling Equityholder nor any of their respective Affiliates the Business or representatives, makes otherwise or has made any representation or warranty to Parent, Blocker Merger Sub or Company Merger Sub or any of their representatives or Affiliates with respect to: (i) to any projectionsother information provided to Buyer, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Company Merger Sub or Blocker Merger Sub or their respective representatives Affiliates, agents or Affiliates; or representatives, whether on behalf of Seller or such other Persons, including as to (iia) the operation of the Business by the Surviving Corporation after the Closing in any manner other than as used and operated by the Company or (b) the probable success or profitability of the ownership, use or operation of the Surviving Corporation or the Business by Buyer after the Closing, including the profitability of the Material Contracts, either individually or in the aggregate. FOR THE AVOIDANCE OF DOUBT, BUYER AND MERGER SUB ACKNOWLEDGE THAT NONE OF SELLER, THE COMPANY, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE STOCK, THE COMPANY, THE BUSINESS OR OTHERWISE WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. In the absence of fraud on the part of Seller and subject to the initial sentence of this paragraph, neither Seller nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, Merger Sub or Buyer's, Merger Sub's or their respective Affiliates', agents', representatives' or other Persons' use of, any information, statement including the Confidential Information Memorandum dated June 2001 circulated by Xxxxxxx Xxxxx Barney Inc. (the "INFORMATION MEMORANDUM"), related to the Business and any information, document or documents heretofore or hereafter delivered to material furnished or made available to Parent, Company Buyer or Merger Sub in certain "data rooms," management presentations or Blocker Merger Sub in any other form in anticipation of or their respective representatives or Affiliates, except to in connection with the extent and as expressly covered transactions contemplated by a representation and warranty made by the Company and contained in Section 3.1 and Section 3.3 of this Agreement or by Blocker and contained in Section 3.2 of this Agreement.

Investigation; No Other Representations or Warranties. (a) Each of the CompanyR&M, Blocker, Parent, Blocker Merger Sub and Company Merger Sub II acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, the Company T-3 and its Subsidiaries, Subsidiaries and with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has R&M, Merger Sub and Merger Sub II have requested such documents and information from each of the other applicable Persons T-3 as each such Person party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person of R&M, Merger Sub and Merger Sub II acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons and receive answers from T-3 with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, ParentR&M, Blocker Merger Sub and Company Merger Sub, Merger Sub II and their respective representatives Representatives have received from Blocker T-3 or the Company or their respective representatives its Representatives certain other estimates, projections and other forecasts for Blocker, the Company T-3 and its Subsidiaries and certain estimates, plans and budget information. Each of ParentParent R&M, Blocker Merger Sub and Company Merger Sub, on behalf of itself, Sub II acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that ParentR&M, Blocker Merger Sub and Company Merger Sub II are familiar with such uncertainties; that ParentR&M, Blocker Merger Sub and Company Merger Sub II are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that ParentR&M, Blocker Merger Sub and Company Merger Sub II will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company T-3 or any of their respective direct or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives T-3’s Representatives with respect thereto, or hold any such Person liable with respect thereto other than to such projections, forecasts, estimates, plans or budgets provided by R&M to T-3 or any of its Representatives in connection with a breach of any of the representations and warranties made transactions contemplated by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or absent actual fraud. (b) T-3 acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, R&M and its Subsidiaries and their businesses and operations, and T-3 has requested such documents and information from R&M as it considers material in determining whether to enter into this Agreement and to consummate the representations and warranties made by Blocker that are expressly set forth transactions contemplated in Section 3.2 of this Agreement. T-3 acknowledges and agrees that it has had an opportunity to ask all questions of and receive answers from R&M with respect to any matter it considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, T-3 and its Representatives have received from R&M or its Representatives certain other estimates, projections and other forecasts for R&M and its Subsidiaries and certain estimates, plans and budget information. T-3 acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that T-3 is familiar with such uncertainties; that T-3 is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it or its representatives and that T-3 will not (and will cause all of its Subsidiaries or any other Person acting on their behalf to not) assert any claim or cause of action against R&M or any of R&M’s Representatives with respect thereto, or hold any such Person liable with respect to such projections, forecasts, estimates, plans or budgets provided by T-3 to R&M or any of its Representatives in connection with the transactions contemplated by this Agreement, absent actual fraud. (c) Each of the parties R&M, Merger Sub and Merger Sub II agrees that, except for the representations and warranties made by the Company T-3 that are expressly set forth in Section 3.1 and Section 3.3 of this AgreementArticle III (as modified by the T-3 Disclosure Letter or as disclosed in the T-3 SEC Documents), the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and neither T-3 nor any representations and warranties of such other Person expressly set forth in any Ancillary Agreement, no party to this Agreement has made and shall not be deemed to have made any representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliateskind. Without limiting the generality of the foregoing, each of ParentR&M, Blocker Merger Sub and Company Merger Sub II agrees that neither Blocker, the CompanyT-3, any Selling Equityholder holder of T-3’s securities nor any of their respective Affiliates or representativesRepresentatives, makes or has made any representation or warranty to ParentR&M, Blocker Merger Sub, Merger Sub or Company Merger Sub II or any of their representatives Representatives or Affiliates with respect to: (i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company T-3 or any of its 50 Subsidiaries or the future business, operations or affairs of the Company T-3 or any of its Subsidiaries heretofore or hereafter delivered to or made available to ParentR&M, Company Merger Sub, Merger Sub or Blocker Merger Sub II or their respective representatives Representatives or Affiliates; or (ii) any other information, statement or documents heretofore or hereafter delivered to or made available to ParentR&M, Company Merger Sub, Merger Sub II or Blocker Merger Sub or any of their respective representatives Representatives or Affiliates, except to the extent and as expressly covered by a representation and or warranty made by the Company T-3 and contained in Section 3.1 Article III. (d) T-3 agrees that, except for the representations and Section 3.3 warranties made by R&M, Merger Sub and Merger Sub II that are expressly set forth in Article IV (as modified by the R&M Disclosure Letter or as disclosed in the R&M SEC Documents), none of this Agreement R&M, Merger Sub, Merger Sub II or any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Without limiting the generality of the foregoing, T-3 agrees that none of R&M, Merger Sub, Merger Sub II, any holder of R&M’s securities nor any of their respective Affiliates or Representatives, makes or has made any representation or warranty to T-3 or any of its Representatives or Affiliates with respect to: (i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of R&M or any of its Subsidiaries or the future business, operations or affairs of R&M or any of its Subsidiaries heretofore or hereafter delivered to or made available to T-3 or its Representatives or Affiliates; or (ii) any other information, statement or documents heretofore or hereafter delivered to or made available to T-3 or its Representatives or Affiliates, except to the extent and as expressly covered by Blocker a representation or warranty made by R&M, Merger Sub and Merger Sub II and contained in Section 3.2 of this AgreementArticle IV.

Investigation; No Other Representations or Warranties. Each of the Company, Blocker, Parent, Blocker Silk USA and Merger Sub and Company Merger Sub acknowledges and agrees that it has made conducted its own inquiry independent review and investigation intoanalysis of the business, andoperations, based thereonassets, has formed an independent judgment concerningContracts, with respect to ParentIntellectual Property, Blocker Merger Sub real estate, Technology, liabilities, results of operations, financial condition and Company Merger Sub, Blocker, prospects of the Company and its Subsidiaries, and with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each of the other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person them acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, Parent, Blocker Merger Sub and Company Merger Sub, and their respective representatives its Representatives have received from Blocker or the Company or their respective representatives certain other estimatesaccess to such books and records, projections facilities, equipment, Contracts and other forecasts for Blocker, assets of the Company and its Subsidiaries that it and certain estimates, plans its Representatives have requested to review and budget informationthat it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent, Blocker Silk USA and Merger Sub and acknowledges that neither the Company Merger Sub, nor any Person on behalf of itself, acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that Parent, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company or any of their respective direct or indirect partnersmakes, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with respect thereto other than in connection with a breach of any of the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties none of Parent, Blocker Silk USA or Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, and any representations and warranties of such Person expressly set forth has relied in any Ancillary Agreementmanner whatsoever upon, no party to this Agreement has made and shall not be deemed to have made any express or implied representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Blocker Merger Sub and Company Merger Sub agrees that neither Blocker, the Company, any Selling Equityholder nor any of their respective Affiliates or representatives, makes or has made any representation or warranty to Parent, Blocker Merger Sub or Company Merger Sub or any of their representatives or Affiliates with respect to: (i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future businesswith respect to any other information provided to Parent, operations or affairs of the Company Silk USA, Merger Sub or any of its Subsidiaries heretofore their respective Representatives or hereafter delivered Affiliates in connection with the transactions contemplated by this Agreement including the accuracy, completeness or currency thereof other than the representations and warranties contained in Article III (as qualified by the Disclosure Schedule and the Company SEC Documents). Without limiting the foregoing, each of Parent, Silk USA and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Silk USA, Merger Sub or any of their respective Representatives or Affiliates or any other Person resulting from Parent’s, Silk USA’s, Merger Sub’s or their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Company Merger Sub or Blocker Silk USA, Merger Sub or their respective representatives or Affiliates; or (ii) any other information, statement or documents heretofore or hereafter delivered to or made available to Parent, Company Merger Sub or Blocker Merger Sub or their respective representatives Representatives or Affiliates, except including any information made available in management or other presentations or in the electronic or other data rooms maintained by or on behalf of the Company or its Representatives in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in Article III (as qualified by the Disclosure Schedule and the Company SEC Documents). Notwithstanding the foregoing, this Section 4.10 shall not limit Parent’s, Silk USA’s or Merger Sub’s remedies in the case of fraud (as expressly covered determined by a representation court of competent jurisdiction pursuant to a final and warranty made by the Company and contained in Section 3.1 and Section 3.3 of this Agreement or by Blocker and contained in Section 3.2 of this Agreementnonappealable judgment).

Investigation; No Other Representations or Warranties. Each (a) Buyer has conducted a thorough review and analysis of the Companybusiness, Blockeroperations, Parentassets, Blocker Merger Sub liabilities, results of operations, financial condition, software, technology and Company Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, prospects of the Company and its Subsidiariesacknowledges that Buyer has been provided access to the personnel, properties, premises and with respect to records of the Company and Blocker, Parent, Blocker, Merger Sub relevant personnel and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each records of the other applicable Persons as each Seller for such Person considers material in determining whether to enter into this Agreement purpose. (b) Except for the representations and to consummate the transactions contemplated warranties expressly set forth in this Agreement. Each such Person , Buyer acknowledges and agrees that it has had an opportunity to ask all questions none of such other Persons with respect to Seller, any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, Parent, Blocker Merger Sub and Company Merger Sub, and their respective representatives have received from Blocker or the Company or their respective representatives certain other estimates, projections and other forecasts for Blocker, the Company and of its Subsidiaries and certain estimates, plans and budget information. Each of Parent, Blocker Merger Sub and Company Merger Sub, on behalf of itself, acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that Parent, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting makes any other express or implied representation or warranty with respect to the Stock, the Company, the Business or otherwise or with respect to any other information provided to Buyer or its Affiliates, agents or representatives, whether on their behalf of Seller or such other Persons, including as to not(a) assert the operation of the Business by Buyer after the Closing in any claim manner other than as used and operated by Seller or cause (b) the probable success or profitability of action against Blockerthe ownership, use or operation of the Stock, the Company or the Business or by Buyer after the Closing, including the profitability of the Material Contracts, either individually or in the aggregate. FOR THE AVOIDANCE OF DOUBT, BUYER ACKNOWLEDGES THAT NONE OF SELLER, ANY OF ITS AFFILIATES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE STOCK, THE COMPANY, THE BUSINESS OR OTHERWISE WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. In the absence of fraud on the part of Seller and subject to the initial sentence of this paragraph, neither Seller nor any of their respective direct other Person will have or indirect partnersbe subject to any liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, directors, officers, employeesor Buyer's or its Affiliates', agents', stockholdersrepresentatives' or other Persons' use of, Affiliatesany information, consultantsincluding the Confidential Information Memorandum dated June 2001 circulated by Xxxxxxx Xxxxx Barney Inc. (the "INFORMATION MEMORANDUM"), counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with respect thereto other than in connection with a breach of any of related to the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, or the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement. Each of the parties agrees that, except for the representations and warranties made by the Company that are expressly set forth in Section 3.1 and Section 3.3 of this Agreement, the representations and warranties made by Blocker that are expressly set forth in Section 3.2 of this Agreement and the representations and warranties of Parent, Blocker Merger Sub and Company Merger that are expressly set forth in Section 3.4 of this Agreement, Business and any representations and warranties of such Person expressly set forth in any Ancillary Agreementinformation, no party to this Agreement has made and shall not be deemed to have made any representation document or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to material furnished or made available to each of the other applicable Persons Buyer in certain "data rooms," management presentations or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Blocker Merger Sub and Company Merger Sub agrees that neither Blocker, the Company, any Selling Equityholder nor any of their respective Affiliates or representatives, makes or has made any representation or warranty to Parent, Blocker Merger Sub or Company Merger Sub or any of their representatives or Affiliates with respect to: (i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Company Merger Sub or Blocker Merger Sub or their respective representatives or Affiliates; or (ii) in any other information, statement form in anticipation of or documents heretofore or hereafter delivered to or made available to Parent, Company Merger Sub or Blocker Merger Sub or their respective representatives or Affiliates, except to in connection with the extent and as expressly covered transactions contemplated by a representation and warranty made by the Company and contained in Section 3.1 and Section 3.3 of this Agreement or by Blocker and contained in Section 3.2 of this Agreement.