Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Buyer acknowledges that Seller has not made any representation or warranty, express or implied, regarding Seller, the Business, the Acquired Assets or the Assumed Liabilities, except for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party in the event of any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYER.

No Additional Representations or Warranties. Seller acknowledges and agrees that neither Buyer nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has made any representation, warranty or promise, expressed or implied, as to Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) or prospects, except only as expressly set forth in this Agreement. Seller acknowledges and agrees that Seller has not made relied, and is not relying, upon any representation or representation, warranty, express promise, statement or implied, regarding Seller, the Business, the Acquired Assets information (whether written or the Assumed Liabilities, except for the representations and warranties of Seller oral) not expressly set forth made in Section 7 of this Agreement. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it Seller has conducted such investigations of the Buyer’s business, its assets, liabilities, condition (financial ability to Close or otherwise) and prospects as Seller and the Business as it deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) it in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets own investigation and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the express representations and warranties expressly set forth in Section 7 (as modified made by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party herein. Seller acknowledges and agrees that, in the event of any Fraud by connection with such investigation, Seller may have received from or on behalf of the SellerBuyer or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, capital raising plans and financial projections (“Forward-Looking Statements”), but that none of Buyer, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Seller is not relying thereon. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8Seller acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERand (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Buyer acknowledges and agrees that neither Seller nor any of its Affiliates or their respective owners, managers, directors, officers, employees, agents or representatives has not made any representation representation, warranty or warrantypromise, express expressed or implied, regarding Seller, as to the Business, the Acquired Assets Purchased Assets, liabilities, condition (financial or the Assumed Liabilitiesotherwise) or prospects, except for the representations and warranties of Seller only as expressly set forth in Section 7 of this Agreement. Buyer further acknowledges and agrees thatthat Buyer has not relied, except with respect to the representations and warranties of Seller is not relying, upon any representation, warranty, promise, statement or information (whether written or oral) not expressly set forth made in Section 7 of this Agreement, Seller shall not have or be subject to any liability to . Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it Buyer has conducted such investigations of Seller the Business, Purchased Assets, liabilities, condition (financial or otherwise) and the Business prospects as it Buyer deems necessary or appropriate in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, and (b) it in making its decision to execute and consummate the transactions contemplated by this Agreement, is solely relying upon the results of its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets own investigation and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the express representations and warranties expressly set forth in Section 7 (as modified made by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Seller herein. Buyer or any other acknowledges and agrees that, in connection with such investigation, Buyer Indemnified Party in the event of any Fraud by may have received from or on behalf of the Seller or its Affiliates or their respective owners, managers, directors, officers, agents or representatives certain estimates, budgets, forecasts, plans and financial projections (“Forward-Looking Statements”), but that none of Seller, its Affiliates or their respective owners, managers, directors, officers, agents or representatives make any promise, representation or warranty concerning the accuracy or completeness thereof and Buyer is not relying thereon. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8Buyer acknowledges and agrees that (a) there are uncertainties inherent in the Forward-Looking Statements, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERand (b) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished (including the reasonableness of the assumptions underlying Forward-Looking Statements).

No Additional Representations or Warranties. Buyer acknowledges understands and ------------------------------------------- agrees that Seller has not made any representation is not, in this Agreement or warranty, express or implied, regarding Seller, the Business, the Acquired Assets or the Assumed Liabilities, except for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, agreement or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including representing and warranting to Buyer in any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate way (i) as to the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement value or Buyer’s right to rely thereon freedom from encumbrances of, or any other matter concerning, any Transferred Assets or (ii) Seller’s liability as to the legal sufficiency of the attempt to convey title to any Transferred Assets or of the execution, delivery and filing of the Instrument of Assignment and Assumption, IT BEING UNDERSTOOD AND AGREED THAT ALL SUCH ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS" and that subject to Section 5.3, Seller shall not bear the economic and legal risk that (x) any conveyance of such assets shall prove to be insufficient or (y) Buyer's title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, Buyer understands and agrees that Seller is not, in this Agreement or in any other agreement or document contemplated by this Agreement, representing or warranting to Buyer in any way that the obtaining of the consents or any other Buyer Indemnified Party in approvals, the event execution and delivery of any Fraud by or on behalf amendatory agreements and the making of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8filings and applications contemplated by this Agreement shall satisfy the provisions of all applicable agreements or the requirements of all applicable laws or judgments, BUYER MAKES NO REPRESENTATION OR WARRANTYit being understood and agreed that, EXPRESS OR IMPLIEDsubject to Section 5.3 hereof, AT LAW OR IN EQUITY, IN RESPECT OF BUYERSeller shall not bear the economic and legal risk that any necessary consent or approvals are not obtained or that any requirements of law or judgments are not complied with.

No Additional Representations or Warranties. Buyer acknowledges TN Technologies Holding understands and agrees that Seller has not made neither True North nor any representation of the Transferring Entity is, in this Agreement or warranty, express or implied, regarding Seller, the Business, the Acquired Assets or the Assumed Liabilities, except for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, agreement or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, management presentations or any other form in expectation of the transactions contemplated by this Agreement, including representing and warranting to TN Technologies Holding in any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate way (i) as to the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement value or Buyer’s right to rely thereon freedom from encumbrances of, or any other matter concerning, any Transferred Assets or (ii) Seller’s liability as to Buyer the legal sufficiency of the attempt to convey title to any Transferred Assets or of the execution, delivery and filing of the Conveyancing and Assumption Instruments, IT BEING UNDERSTOOD AND AGREED THAT ALL SUCH ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS" and that subject to Section 9.2, neither True North nor any of the Transferring Entities shall bear the economic and legal risk that (x) any conveyance of such assets shall prove to be insufficient or (y) TN Technologies Holding title to any such assets shall be other than good and marketable and free from encumbrances. Similarly, TN Technologies Holding understands and agrees that neither True North nor any of the Transferring Entities is, in this Agreement or in any other Buyer Indemnified Party agreement or document contemplated by this Agreement, representing or warranting to TN Technologies Holding in any way that the event obtaining of the consents or approvals, the execution and delivery of any Fraud by or on behalf amendatory agreements and the making of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8filings and applications contemplated by this Agreement shall satisfy the provisions of all applicable agreements or the requirements of all applicable laws or judgments, BUYER MAKES NO REPRESENTATION OR WARRANTYit being understood and agreed that, EXPRESS OR IMPLIEDsubject to Section 9.2 hereof, AT LAW OR IN EQUITY, IN RESPECT OF BUYERneither True North nor any of the Transferring Entities shall bear the economic and legal risk that any necessary consent or approvals are not obtained or that any requirements of law or judgments are not complied with.

No Additional Representations or Warranties. Buyer Except for the specific representations and warranties expressly made by the Shareholder in Article IV of this Agreement, (a) Purchaser acknowledges and agrees that Seller (1) neither the Company nor Shareholder is making or has not made any representation or warranty, express or implied, regarding Sellerat law or in equity, in respect of the BusinessCompany, its Subsidiaries, or any of the Acquired Assets Company’s or the Assumed Liabilitiesits Subsidiaries’ respective businesses, except for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees thatassets, except liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the representations nature or extent of any liabilities, the prospects of the Company and warranties its Subsidiaries, the effectiveness or the success of Seller expressly set forth in Section 7 any operations, or the accuracy or completeness of this Agreementany confidential information memoranda, Seller shall not have documents, projections, material or be subject to any liability to Buyer other information (financial or otherwise) regarding the Company or any other Buyer Indemnified Party resulting from Subsidiary furnished to the distribution to Buyer, Purchaser or Buyer’s use of, any information, document or material provided to Buyer its Representatives or made available to Buyer the Purchaser and its Representatives in the Data Room, any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement, including or in respect of any estimatesother matter or thing whatsoever, forecasts, plans, financial projections or statements concerning the backlog or pipeline and (2) no Representative of the BusinessShareholder, as Buyer acknowledges the Company or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) Purchaser specifically disclaims that no it is relying upon or has relied upon any such other statements, representations or warranties are that may have been made with respect to by any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertaintiesPerson, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller the Company and the Business as it deems necessary in connection with the execution of this Agreement Shareholder have specifically disclaimed and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and do hereby specifically disclaim any such other properties and assets of Seller which they have desired and requested to see and/or review, and representation or warranty made by any Person; (c) it and its representatives have had Purchaser specifically disclaims any obligation or duty by the opportunity to meet with representatives of Seller to discuss the BusinessShareholder, the Acquired Assets and Company or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the specific representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) Article IV of this Agreement or Buyer’s right Agreement; and (d) Purchaser is acquiring the Company subject only to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party the specific representations and warranties set forth in the event Article IV of any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERthis Agreement.

No Additional Representations or Warranties. Buyer Except for the specific representations and warranties expressly made by Northstar in Article IV, (a) First Surgical acknowledges and agrees that Seller (i) neither Northstar nor any Subsidiary is making or has not made any representation or warranty, express or implied, regarding Sellerat law or in equity, the Businessin respect of Northstar or its Subsidiaries, the Acquired Assets or the Assumed Liabilitiesany of their respective businesses, except for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees thatassets, except liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the representations and warranties nature or extent of Seller expressly set forth in Section 7 any liabilities, prospects, the effectiveness or the success of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyeroperations, or Buyer’s use ofthe accuracy or completeness of any confidential information memoranda, any informationdocuments, document projections, material or material provided other information (financial or otherwise) furnished to Buyer First Surgical or its Representatives or made available to Buyer First Surgical or its Representatives in the Data Room, any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement, including or in respect of any estimatesother matter or thing whatsoever, forecastsand (ii) no Representative of Northstar or any of its Subsidiaries has any authority, plansexpress or implied, financial projections to make any statements, representations, warranties or statements concerning agreements regarding the backlog transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) First Surgical specifically disclaims that it is relying upon or pipeline of the Businesshas relied upon any such other statements, as Buyer acknowledges that no representations or warranties are that were made with respect to by any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertaintiesPerson, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it Northstar has conducted specifically disclaimed and does hereby specifically disclaim any such investigations of Seller and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and representation or warranty made by any Person; (c) it and First Surgical specifically disclaims any obligation or duty by Northstar or its representatives have had Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the specific representations and warranties expressly set forth in Section 7 Article IV; and (as modified d) First Surgical is entering into the transaction contemplated by the Disclosure Schedule) of this Agreement or Buyer’s right subject only to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party the specific representations and warranties set forth in the event of any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERArticle IV.

No Additional Representations or Warranties. The Buyer acknowledges ------------------------------------------- that Seller its principal officers and certain of its stockholders include persons who have been actively involved in the day-to-day management of the Company. The Buyer also acknowledges and represents that it has not conducted its own investigation of the Company's business and operations and such other matters as the Buyer has determined to be worthy of its investigation in connection with the transactions contemplated hereby. The Buyer further acknowledges that none of the Seller, the Company, Union Pacific nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Business, the Acquired Assets or the Assumed LiabilitiesCompany, except for the representations and warranties of Seller as expressly set forth in Section 7 of this Agreement. Agreement or the Disclosure Schedule, and the Buyer further agrees thatthat none of the Seller, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this AgreementCompany, Seller shall not Union Pacific nor any other Person will have or be subject to any liability to the Buyer or any other Buyer Indemnified Party Person resulting from the distribution to the Buyer, or the Buyer’s 's use of, any such information, including, without limitation, any Confidential Financing Memorandum prepared by Xxxxxxxx Xxxxxxx & Co. LLC and The Chart Group, L.P. and any information, document or material provided to Buyer or made available to the Buyer in the Data Room, management presentations or any other form its lenders in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party in the event of any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8(S)3, BUYER NEITHER THE SELLER NOR THE COMPANY MAKES NO ANY REPRESENTATION OR OF WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYER.THE SELLER OR THE COMPANY OR ANY OF THE ASSETS, LIABILITIES OR OPERATIONS OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE SELLER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN (S)3, THE BUYER AGREES THAT IT IS PURCHASING THE COMPANY ON AN "AS IS" AND "WHERE IS" BASIS

No Additional Representations or Warranties. Buyer acknowledges that Seller Sellers and the Company have not made, and Buyer has not made relied on, any representation or warranty, express or implied, regarding SellerSellers, the BusinessCompany, the Acquired Assets their assets, liabilities or operations or the Assumed LiabilitiesBusiness, except for the representations and warranties of Seller expressly set forth in Section 7 of this AgreementAgreement and the other Transaction Documents. Buyer further agrees that, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this AgreementAgreement and the other Transaction Documents, Seller Sellers shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party of its Affiliates resulting from the distribution representations or warranties with respect to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the BusinessCompany, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document or material and, except with respect to the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Buyer has not relied on any such information, document, material or statementstatement in making its investment decision in connection with this Agreement. Xxxxx Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that . Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller the Company and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (ia) the representations and warranties expressly set forth in the Transaction Documents, including those in Section 7 3 and Section 4 (in each case, as modified by the Disclosure Schedule) of this Agreement Agreement, or Buyer’s right to rely thereon or (iib) Seller’s liability to Buyer or any other Buyer Indemnified Party in the event of claim for Fraud against any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERPerson.

No Additional Representations or Warranties. Buyer acknowledges that Seller Seller, the Company and their representatives and Affiliates have not made, and Buyer has not made relied on, any representation or warranty, express or implied, regarding Seller, the BusinessCompany, the Acquired Assets their assets, liabilities or operations or the Assumed LiabilitiesBusiness, except for the representations and warranties of the Company and Seller expressly set forth in Section 7 of this Agreement3 and Section 4, respectively, in each case as modified by the Disclosure Schedules. Buyer further agrees thatthat the Company and Seller, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreementtheir respective representatives and Affiliates, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, plans or financial projections or statements concerning the backlog or pipeline of the BusinessCompany, as and Buyer acknowledges that no representations or warranties are made with respect to any such information, documentdocument or material and Buyer has not relied on any such information, document or material or statementin making its investment decision in connection with this Agreement except as such information, documents and materials are represented to in Section 3 and Section 4. Xxxxx Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections forecasts or statementsprojections, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections forecasts or statementsprojections. Xxxxx Buyer further acknowledges and agrees that (a) it has conducted such investigations of Seller the Company and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions nothing in this Section 5(g) shall not limit or abrogate (i) the representations and warranties expressly set forth in Section 7 3 and Section 4 (in each case, as modified by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party in the event of any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERthereon.

No Additional Representations or Warranties. The Buyer acknowledges and the Merger Sub each acknowledge that Seller has the Shareholders, the Representative and Generac have not made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Business, the Acquired Assets Shareholders or the Assumed LiabilitiesGenerac, except for the representations and warranties of Seller Generac expressly set forth in Section 7 of this Agreement. Agreement or the Disclosure Schedule, and the Buyer and the Merger Sub each further agrees thatagree that the Shareholders, except with respect to the representations Representative, Generac, Xxxxxxx Xxxxx & Co. and warranties of Seller expressly set forth in Section 7 of this AgreementXxxxx Fargo Securities, Seller LLC, shall not have or be subject to any liability to Buyer the Buyer, the Merger Sub or any other Buyer Indemnified Party Person resulting from the distribution to Buyerthe Buyer or the Merger Sub, or the Buyer’s or the Merger Sub’s use of, any such information, including, without limitation, the Confidential Memorandum prepared by Xxxxxxx Xxxxx & Co. and Xxxxx Fargo Securities, LLC and any information, document or material provided to Buyer or made available to the Buyer or the Merger Sub in any “data room” (including without limitation the Data Roomelectronic data room maintained by IntraLinks), management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning . The Buyer and the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx Merger Sub further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, acknowledge and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees agree that (ai) it has conducted they are reasonably satisfied with such investigations of Seller Generac and the Business as it deems necessary its business that they have conducted in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (bii) it they and its their representatives have been permitted access to the records, facilities, equipment, Tax Returnstax returns, Contracts contracts and other properties and assets of Seller Generac which they and their representatives have desired and requested to see and/or review, and (ciii) it they and its their representatives have had the opportunity to meet with representatives of Seller Generac to discuss the Business, the Acquired Assets business and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) assets of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party in the event of any Fraud by or on behalf of the SellerGenerac. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER GENERAC EXPRESSLY SET FORTH IN THIS SECTION 8§3 HEREOF OR THE DISCLOSURE SCHEDULE, BUYER NONE OF THE SHAREHOLDERS, THE REPRESENTATIVE NOR GENERAC MAKES NO ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERTHE SHAREHOLDERS, GENERAC OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND GENERAC, THE SHAREHOLDERS AND THE REPRESENTATIVE EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF GENERAC SET FORTH IN §3 HEREOF OR THE DISCLOSURE SCHEDULE, THE BUYER AND THE MERGER SUB AGREE THAT THE SHARES AND GENERAC ARE BEING ACQUIRED ON AN “AS IS” AND “WHERE IS” BASIS.

No Additional Representations or Warranties. Buyer The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its Subsidiaries and (ii) has been furnished with or given adequate access to such representatives of the Company and its Subsidiaries, and books, records and other information about the business of the Company and its Subsidiaries as it has requested. The Purchaser acknowledges that Seller neither the Company nor any other Person has not made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellerthe Company, the Business, the Acquired Assets its Subsidiaries or the Assumed Liabilitiestheir businesses, except for the representations and warranties of Seller as expressly set forth in Section 7 of this AgreementAgreement and the Schedules. Buyer The Purchaser further agrees thatthat neither the Company nor any other person shall have, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreement, Seller shall not have or be subject to to, any liability to Buyer Purchaser or any other Buyer Indemnified Party person resulting from the distribution to Buyerto, or Buyer’s the use ofby, Purchaser, its financiers and its directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives of any such information, including, without limitation, the documentation provided in connection with their due diligence inquiry and any information, document or material provided to Buyer or made available to Buyer the them in the Data Roomdocuments provided, management presentations or any other form in expectation of connection with the transactions contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, as Buyer acknowledges that no representations or warranties are made with respect to any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and (c) it and its representatives have had the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party in the event of any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 83.1 AND 3.2, BUYER MAKES THE COMPANY AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERTHE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR ASSETS, LIABILITIES OR OPERATIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1, PURCHASER AGREES THAT IT IS ACQUIRING THE COMPANY ON AN "AS IS" AND "WHERE IS" BASIS.

No Additional Representations or Warranties. Buyer acknowledges that Seller Sellers, the Company and their representatives and affiliates have not made, and Buyer has not made relied on, any representation or warranty, express or implied, regarding SellerSellers, the BusinessCompany, the Acquired Assets assets, liabilities or operations or the Assumed LiabilitiesBusiness, except for the representations and warranties of Seller the Company and the Sellers expressly set forth in Section 7 Sections 3 and 4 of this Agreement, respectively, in each case as modified by the Disclosure Schedule. Buyer further agrees thatthat the Company and the Sellers, except with respect to the representations and warranties of Seller expressly set forth in Section 7 of this Agreementtheir respective representatives and Affiliates, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer in the Data Room, any “data room,” management presentations or any other form in expectation of the transactions contemplated by this Agreement, including any estimates, forecasts, plans, plans or financial projections or statements concerning the backlog or pipeline of the BusinessCompany, as Buyer acknowledges that no representations or warranties are made with respect to any such information, documentdocument or material and Buyer has not relied on any such information, document or material or statementin making its investment decision in connection with this Agreement. Xxxxx Buyer further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections forecasts or statementsprojections, that Buyer is familiar with such uncertainties, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections forecasts or statementsprojections. Xxxxx Buyer further acknowledges and agrees that (ai) it has conducted such investigations of Seller the Company and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (bii) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller the Company which they and their representatives have desired and requested to see and/or review, review and (ciii) it and its representatives have had the opportunity to meet with representatives of Seller the Company to discuss the Business, the Acquired Assets Business and the Assumed Liabilitiesassets of the Company. Notwithstanding In no event shall anything contained in this Section 5(g) be deemed to exclude the foregoing, the foregoing provisions shall not limit Company’s or abrogate (i) the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedule) of this Agreement or Buyer’s right to rely thereon or (ii) any Seller’s liability to Buyer or any other Buyer Indemnified Party in the event of any Fraud by or on behalf of the Sellerfor Fraud. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER AS EXPRESSLY SET FORTH IN THIS SECTION 85, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES. EACH OF THE SELLERS, THE SELLER REPRESENTATIVE AND THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SET FORTH IN RESPECT OF BUYERTHIS SECTION 5, BUYER IS MAKING NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED THAT THE FOREGOING SHALL IN NO EVENT BE DEEMED TO EXCLUDE LIABILITY FOR FRAUD.

No Additional Representations or Warranties. Buyer Except for the specific representations and warranties expressly made by First Surgical in Article III, (a) Northstar acknowledges and agrees that Seller (i) neither First Surgical nor any Subsidiary is making or has not made any representation or warranty, express or implied, regarding Sellerat law or in equity, the Businessin respect of First Surgical or its Subsidiaries (including FS Surgical and FS Hospital), the Acquired Assets or the Assumed Liabilitiesany of their respective businesses, except for the representations and warranties of Seller expressly set forth in Section 7 of this Agreement. Buyer further agrees thatassets, except liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the representations and warranties nature or extent of Seller expressly set forth in Section 7 any liabilities, prospects, the effectiveness or the success of this Agreement, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyeroperations, or Buyer’s use ofthe accuracy or completeness of any confidential information memoranda, any informationdocuments, document projections, material or material provided other information (financial or otherwise) regarding FS Surgical or FS Hospital furnished to Buyer Northstar or its Representatives or made available to Buyer the Northstar or its Representatives in the Data Room, any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement, including or in respect of any estimatesother matter or thing whatsoever, forecastsand (ii) no Representative of First Surgical or any of its Subsidiaries has any authority, plansexpress or implied, financial projections to make any statements, representations, warranties or statements concerning agreements regarding the backlog transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) Northstar specifically disclaims that it is relying upon or pipeline of the Businesshas relied upon any such other statements, as Buyer acknowledges that no representations or warranties are that were made with respect to by any such information, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertaintiesPerson, and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it First Surgical has conducted specifically disclaimed and does hereby specifically disclaim any such investigations of Seller and the Business as it deems necessary in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, (b) it and its representatives have been permitted access to the records, facilities, equipment, Tax Returns, Contracts and other properties and assets of Seller which they have desired and requested to see and/or review, and representation or warranty made by any Person; (c) it and Northstar specifically disclaims any obligation or duty by First Surgical or its representatives have had Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the opportunity to meet with representatives of Seller to discuss the Business, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoing, the foregoing provisions shall not limit or abrogate (i) the specific representations and warranties expressly set forth in Section 7 Article III; and (as modified d) Northstar is entering into the transaction contemplated by the Disclosure Schedule) of this Agreement or Buyer’s right subject only to rely thereon or (ii) Seller’s liability to Buyer or any other Buyer Indemnified Party the specific representations and warranties set forth in the event of any Fraud by or on behalf of the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERArticle III.

No Additional Representations or Warranties. Buyer acknowledges that (a) Except as expressly set forth in Article 3 of this Agreement, neither the Company nor any Seller has not made or any other Person makes any representation or warranty, express or implied, regarding Sellerat law or in equity and any such other representations or warranties are hereby expressly disclaimed including any implied representation or warranty as to condition, merchantability, suitability or fitness for a particular purpose. Notwithstanding anything to the Businesscontrary, (i) neither the Acquired Assets Company nor any Seller or any other Person shall be deemed to make to Buyer any representation or warranty other than as expressly made by such Person in this Agreement and (ii) neither the Assumed LiabilitiesCompany nor any Seller or any other Person makes any representation or warranty to Buyer with respect to (A) any projections, estimates or budgets heretofore Delivered to Buyer or its Affiliates or Representatives of future revenues, expenses or expenditures or future results of operations of the Company and its Subsidiaries, or (B) except for the representations as expressly covered by a representation and warranties of Seller expressly set forth warranty contained in Section 7 Article 3 of this Agreement. , any other information or documents (financial or otherwise) Delivered to Buyer further agrees that, except or its respective Affiliates or Representatives with respect to the representations Company Entities. (b) Buyer is an informed and warranties of Seller expressly set forth in Section 7 of this Agreementsophisticated Person, Seller shall not have or be subject to any liability to Buyer or any other Buyer Indemnified Party resulting from the distribution to Buyer, or Buyer’s use of, any information, document or material provided to Buyer or made available to Buyer and has engaged expert advisors experienced in the Data Room, management presentations or any other form in expectation evaluation and acquisition of companies such as the transactions Company and its Subsidiaries as contemplated by this Agreement, including any estimates, forecasts, plans, financial projections or statements concerning the backlog or pipeline of the Business, hereunder. Buyer has undertaken such investigation and has evaluated such documents and information as Buyer acknowledges that no representations or warranties are made it has deemed necessary to enable it to make an informed and intelligent decision with respect to any such informationthe execution, document, material or statement. Xxxxx further acknowledges that there are uncertainties inherent in attempting to make any such estimates, forecasts, projections or statements, that Buyer is familiar with such uncertainties, delivery and that Buyer is fully responsible for making its own evaluation of the adequacy and accuracy of any such estimates, forecasts, projections or statements. Xxxxx further acknowledges and agrees that (a) it has conducted such investigations of Seller and the Business as it deems necessary in connection with the execution performance of this Agreement and the consummation transactions contemplated hereby. Buyer acknowledges and agrees that, it is relying exclusively on the representations set forth in Article 3 of this Agreement and its own examination and investigation of the Company Entities and that it is not relying on any other statements or documents. (c) Without limiting the generality of the foregoing, Buyer acknowledges that, (i) none of the Company Entities or any of their respective Affiliates or any other Person makes any representation or warranty with respect to (A) any projections, estimates or budgets delivered to or Delivered to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Entities or the future business and operations of the Company Entities or (B) any other information or documents Delivered to Buyer or their counsel, accountants or advisors with respect to the Company Entities or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in this Agreement, and (ii) Buyer has not relied and will not rely upon any of the information described in subclauses (A) and (B) of clause (i) above in executing, delivering and performing this Agreement and the transactions contemplated hereby or any other information, representation or warranty except those representations or warranties set forth in Article 3 of this Agreement in negotiating, discussing, executing, delivering and performing this Agreement and the transactions contemplated hereby, . (bd) it and its representatives have been permitted access Notwithstanding anything that may be expressed or implied in this Agreement to the recordscontrary (and subject only to the specific contractual provisions hereof including, facilitieswithout limitation, equipmentthis Section 11.12), Tax Returnseach of the Parties hereby acknowledges, Contracts covenants and other properties and assets agrees (on behalf of Seller which they have desired and requested to see and/or reviewitself, its Affiliates, and any Person claiming by through or on behalf of any Party or its Affiliates) that all claims, obligations, liabilities, causes of action or proceedings (cin each case whether at law or in equity, and whether sounding in contract, tort, statute or otherwise) it and its representatives have had that may be based upon, in respect of, arise under, out or by reason of, this Agreement, or the opportunity to meet with representatives of Seller to discuss the Businessnegotiation, the Acquired Assets and the Assumed Liabilities. Notwithstanding the foregoingexecution, the foregoing provisions shall not limit performance, or abrogate breach (i) the representations and warranties expressly set forth in Section 7 (as modified by the Disclosure Schedulewhether willful, intentional, unintentional or otherwise) of this Agreement by any Party, or Buyer’s right any of their respective Affiliates, including, without limitation, any representation or warranty made or alleged to rely thereon be made in, in connection with, or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may be made or asserted only against (and are expressly limited to) the Parties. No Person other than the Parties (including, without limitation, (i) any past, present or future director, officer, employee, incorporator, member, partner, manager, direct or indirect equityholder, management company, Affiliate, agent, attorney, or Representative of, and any financial advisor to (all above-described Persons in this subclause (i), each a “Related Party”) to the Parties, (ii) any Related Party of such Related Parties and (iii) any Debt Financing Source and each Related Party of any Debt Financing Source (the Persons in subclauses (i) through (iii), collectively, “Non-Parties”)) shall have any liability or obligation in respect of any Recourse Theory, provided, that the Parties agree and acknowledge that no claims for Fraud against the party committing such Fraud may be waived or have been waived hereunder. (e) Without limiting the generality of the foregoing, except in the case of claims for Fraud against the Party committing such Fraud, to the maximum extent explicitly permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement), each Party, on behalf of itself, and its Affiliates, and any Person claiming by, through, or on behalf of any of them, hereby (i) waives, releases and disclaims any and all Recourse Theories against all Non-Parties, and (ii) expressly disclaims reliance upon any Non-Parties with respect to the performance of this Agreement or any representations or warranty made (or alleged to have been made) in, in connection with, or as an inducement to this Agreement. (f) Notwithstanding anything in this Agreement to the contrary, each of the Seller Representative and the Company, in each case on behalf of itself and its Subsidiaries, and each of their respective Affiliates, directors, officers, employees, agents, partners, managers, members and shareholders, including the Sellers, agrees that (i) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to the Seller Representative, the Company or its Subsidiaries or any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members and shareholders, including the Sellers, for any claims, causes of action, obligations, or losses arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance, or breach or any transaction contemplated hereby; and (ii) none of the Seller Representative, the Company or its Subsidiaries or any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members and shareholders, including the Sellers, will have any rights or claims against any of the Debt Financing Sources (whether in contract or in tort, in law or in equity, or granted by statute) arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach or any transaction contemplated hereby; provided nothing in clauses (i) or (ii) Seller’s above shall (x) prohibit Buyer (or its permitted successors and assigns under the Debt Commitment Letter) from bringing any claim against a Debt Financing Source for failing to satisfy its obligation to fund the Debt Financing in accordance with the terms of the Debt Commitment Letter to which such Debt Financing Source is a party or (y) limit the liability to Buyer or the obligations of the Debt Financing Sources under any Debt Commitment Letter or any other Buyer Indemnified Party definitive documentation relating to the Debt Financing to which such Debt Financing Source is a party in accordance with the event terms of any Fraud by such Debt Commitment Letter or on behalf of definitive documentation relating to the Seller. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER EXPRESSLY SET FORTH IN THIS SECTION 8, BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF BUYERDebt Financing.