Common use of No Additional Representations; Inspection Clause in Contracts

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II or any other provision of this Agreement, such Purchaser acknowledges and agrees that none of the Company or any of its Affiliates is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries or any assets of the Company or its Subsidiaries, other than the representations and warranties expressly set forth in ARTICLE II, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser by or on behalf of the Company are not and shall not be deemed to be representations or warranties of the Company or any of its Affiliates. (b) Such Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser further acknowledges and agrees that none of the Company or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement.

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II Article 2 or any other provision of this AgreementAgreement or the Seller Disclosure Letter, such Purchaser Buyer acknowledges and agrees that none of the Company Seller or any of its Affiliates is making or has made made, and Buyer has not relied on, any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries or any assets member of the Company Group or its Subsidiariesthe Assets, other than the representations and warranties expressly set forth in ARTICLE II, and that the Common Stock is being sold “as is” and “where is”Article 2 of this Agreement or any certificate delivered hereunder. In addition, such Purchaser Buyer acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser Buyer by or on behalf of the Company Seller are not and shall not be deemed to be representations or warranties of the Company Seller or any of its Affiliates. (b) Such Purchaser Buyer acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the members of the Company Group and its Subsidiariesthe Assets, (ii) has been provided with adequate access to such information, documents and other materials relating to the members of the Company Group and its Subsidiaries the Assets as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser Buyer deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company Seller with respect to such information, documents and other materials and has received satisfactory answers to such questionsmaterials. Such Purchaser Buyer further acknowledges and agrees that none of the Company Seller or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement.

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II or any other provision of this Agreement, such Purchaser Buyer acknowledges and agrees that none of the Company Seller or any of its Affiliates is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the CompanyAcquired Companies, its Subsidiaries the Business or any assets of the Company or its SubsidiariesAssets, other than the representations and warranties expressly set forth in ARTICLE Article II, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser Buyer acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser Buyer and its Representatives by or on behalf of the Company Seller and its Representatives are not and shall not be deemed to be representations or warranties of the Company Seller or any of its Affiliates. (b) Such Purchaser Buyer acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company Acquired Companies, the Business and its Subsidiariesthe Assets, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company Acquired Companies, the Business and its Subsidiaries the Assets as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser Buyer deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company Seller with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser Buyer further acknowledges and agrees that none of the Company Seller or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties expressly contained in this Agreement.

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II or any other provision of this Agreement, such Purchaser Buyer acknowledges and agrees that that, except as expressly set forth in Article 2, (i) none of the Company Seller or any of its Affiliates is making or has made any representation or warranty whatsoeverwarranty, express or implied, at law or in equity, with respect to this Agreement, the Ancillary Agreements, Seller, the Selling Affiliates, the Transferred Assets, the Assumed Liabilities, the Business, the transactions contemplated by this Agreement (including any implied warranty of merchantability consents or suitability, as to the Company, its Subsidiaries approvals required in connection therewith) or any assets of the Company or its Subsidiaries, other than the representations and warranties expressly set forth in ARTICLE II, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been information provided or made available to such Purchaser by Buyer in connection therewith (including any forecasts, projections, estimates, budgets, presentations concerning the business or on behalf of the Company due diligence or other “data room” materials), including any warranty with respect to merchantability or fitness for any particular purpose, and all other representations or warranties are not hereby expressly disclaimed and shall not be deemed to be or to include representations or warranties of any of the Company foregoing parties and have not been relied upon by Buyer or any of its AffiliatesAffiliates in executing, delivering and performing this Agreement and the transactions contemplated hereby and (ii) all of the assets and liabilities to be sold, conveyed, assigned, transferred or assumed, as applicable, in accordance with this Agreement, shall be sold, conveyed, assigned, transferred or assumed on an “as is, where is” basis. (b) Such Purchaser Buyer acknowledges and agrees that it (i) has made its own inquiry and investigations into into, and, based thereon, has formed an independent judgment concerning concerning, the Company Transferred Assets, the Assumed Liabilities and its Subsidiariesthe Business, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company Transferred Assets, the Assumed Liabilities and its Subsidiaries the Business as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser Buyer deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company Seller with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser Buyer further acknowledges and agrees that none of the Company Seller or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement.

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II or any other provision of this Agreement, such Purchaser acknowledges and agrees that (i) except as set forth in Article V or the Ancillary Agreements, none of the Company Seller or any of its Affiliates is making or has made any representation or warranty whatsoeverwarranty, express or implied, at law or in equity, with respect to this Agreement, the Ancillary Agreements, Seller, the Transferred Assets, the Assumed Liabilities, the Business, the transactions contemplated by this Agreement or any of the Ancillary Agreements (including any implied warranty of merchantability consents or suitability, as to the Company, its Subsidiaries approvals required in connection therewith) or any assets of the Company or its Subsidiaries, other than the representations and warranties expressly set forth in ARTICLE II, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been information provided or made available to such Purchaser by in connection therewith (including any forecasts, projections, estimates, budgets, presentations concerning the business or on behalf of due diligence or other material provided in the Company data room), including any warranty with respect to merchantability or fitness for any particular purpose, and all other representations or warranties are not hereby expressly disclaimed and shall not be deemed to be or to include representations or warranties of the Company or any of its Affiliates. (b) Such the foregoing parties and have not been relied upon by Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser further acknowledges and agrees that none of the Company or any of its Affiliates has made any representations in executing, delivering and performing this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby and (ii) all of the assets and liabilities to be sold, conveyed, assigned, transferred or warranties, express or impliedassumed, as to the accuracy or completeness of such informationapplicable, documents and other materials other than the representations and warranties contained in accordance with this Agreement, shall be sold, conveyed, assigned, transferred or assumed on an “as is, where is” basis.

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II III or any other provision of this Agreement, such Purchaser acknowledges and agrees that none of the Company or any of its Affiliates is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries or any assets of the Company or its Subsidiaries, other than the representations and warranties expressly set forth in ARTICLE IIIII, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser by or on behalf of the Company are not and shall not be deemed to be representations or warranties of the Company or any of its Affiliates. (b) Such Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser further acknowledges and agrees that none of the Company or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement.

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II or any other provision of this Agreement, such any Ancillary Agreement, the Seller Disclosure Letter or any of the Schedules or Exhibits hereto or thereto, Purchaser acknowledges and agrees that none of the Company or neither Seller nor any of its Affiliates respective Affiliates, officers, directors, employees, advisors, agents, or other representatives is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries Transferred Companies or any assets of the Company or its SubsidiariesBusiness, other than the representations and warranties expressly set forth in ARTICLE II, III and that the Common Stock is Transferred Companies and the Business are otherwise being sold “as is” and “where is”.” Without limiting the generality of the foregoing, neither Seller nor its respective Affiliates make any representations or warranties with respect to the success or profitability of the Business or the Transferred Companies, or otherwise with respect to the conduct of the Business following the Closing. In addition, such Purchaser acknowledges and agrees that any cost estimates, forecasts, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser by or on behalf of Seller, including the Company Confidential Information Memorandum, the electronic data room and all management presentations established or provided in connection with the transactions contemplated by this Agreement, are not and shall not be deemed to be representations or warranties of the Company Seller or any of its Affiliates. (b) Such Purchaser acknowledges respective Affiliates and agrees that it (i) has made its own inquiry and investigations into andshall not form the basis, based thereonin whole or in part, has formed an independent judgment concerning the Company and its Subsidiaries, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser further acknowledges and agrees that none of the Company for any claim against Seller or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreementrespective Affiliates.

No Additional Representations; Inspection. (a) Notwithstanding anything contained in ARTICLE II Article 2 or any other provision of this AgreementAgreement or the Seller Disclosure Letter, such Purchaser Buyer acknowledges and agrees that none of the Company Seller or any of its Affiliates is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries or any assets of the Company or its Subsidiariesthe Assets, other than the representations and warranties expressly set forth in ARTICLE IIArticle 2, and that the Common Stock is Company, the Business and the Assets are being sold “as is” and “where is”,” except for the representations and warranties expressly set forth in Article 2. In addition, such Purchaser Buyer acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser Buyer by or on behalf of the Company Seller are not and shall not be deemed to be representations or warranties of the Company Seller or any of its Affiliates. (b) Such Purchaser Buyer acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company Company, the Business and its Subsidiariesthe Assets, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company Company, the Business and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, the Assets and (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company Seller with respect to such information, documents and other materials and has received satisfactory answers to such questionsmaterials. Such Purchaser Buyer further acknowledges and agrees that none of the Company Seller or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement. (c) None of Buyer, any of its Affiliates or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of Buyer other than those expressly set forth in this Article 2.