Common use of No Implied Representation Clause in Contracts

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, BUYERS AGREE THAT SELLERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO THE MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO BUYERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLERS. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERS.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, BUYERS AGREE IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLERS MAKE NO WARRANTYNEITHER OF THE SELLER PARTIES ARE MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, ANY SCHEDULE HERETO, THE TRANSACTION DOCUMENTS, OR ANY DOCUMENT, EXHIBIT, CERTIFICATE, INSTRUMENT OR STATEMENT TO BE DELIVERED HEREUNDER OR THEREUNDER INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED (A) WARRANTY OR REPRESENTATION AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, OF THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATEACQUIRED ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE IT IS UNDERSTOOD AND AGREED THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THE SCHEDULES AND ANY OF THE OFFERING MEMORANDACOST ESTIMATES, MANAGEMENT PRESENTATIONS PROJECTIONS OR PREDICTIONS OR ANY OTHER INFORMATION CONTAINED OR REFERRED TO IN OTHER MATERIALS THAT HAVE BEEN OR SHALL HEREINAFTER BE PROVIDED TO BUYERS PARENT, BUYER OR ANY OF THEIR AFFILIATES, AGENTS OR REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLERS. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSSELLER PARTIES.

No Implied Representation. EXCEPT WITH RESPECT SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENTPROVISIONS ------------------------- OF ARTICLE II, BUYERS AGREE IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLERS MAKE SELLER IS MAKING NO WARRANTYREPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED (A) WARRANTY OR REPRESENTATION AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE OF THE ASSETS AND IT IS UNDERSTOOD THAT, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN, AND LIABILITIES ALLOCATED AS EXPRESSLY PROVIDED RETAINED LIABILITIES, IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE PURCHASED BUYER TAKES ALL ASSETS ARE TO BE TRANSFERRED HEREUNDER “ON AN "AS IS” ON THE CLOSING DATE " AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE"WHERE IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THE SCHEDULES HERETO AND ANY OF THE OFFERING MEMORANDACOST ESTIMATES, MANAGEMENT PRESENTATIONS PROJECTIONS OR PREDICTIONS OR ANY OTHER INFORMATION CONTAINED OR REFERRED TO IN OTHER MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYERS BUYER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLERS. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSSELLER.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, BUYERS AGREE IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLERS MAKE NO WARRANTYNEITHER OF THE SELLER PARTIES ARE MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, ANY SCHEDULE HERETO, THE TRANSACTION DOCUMENTS, OR ANY DOCUMENT, EXHIBIT, CERTIFICATE, INSTRUMENT OR STATEMENT TO BE DELIVERED HEREUNDER OR THEREUNDER INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED (A) WARRANTY OR REPRESENTATION AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, OF THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATEACQUIRED ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE IT IS UNDERSTOOD AND AGREED THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THE SCHEDULES AND ANY OF THE OFFERING MEMORANDACOST ESTIMATES, MANAGEMENT PRESENTATIONS PROJECTIONS OR PREDICTIONS OR ANY OTHER INFORMATION CONTAINED OR REFERRED TO IN OTHER MATERIALS THAT HAVE BEEN OR SHALL HEREINAFTER BE PROVIDED TO BUYERS PARENT, IAWC OR ANY OF THEIR AFFILIATES, AGENTS OR REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLERS. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSSELLER PARTIES.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT AND ARTICLE OR ANY ANCILLARY OTHER PROVISION OF THIS AGREEMENT, BUYERS AGREE IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLERS MAKE NO WARRANTYSELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, THE SCHEDULES AND THE DOCUMENTS, INSTRUMENTS AND CERTIFICATES TO BE DELIVERED TO BUYER AT THE CLOSING, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED (A) WARRANTY OR REPRESENTATION AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ANY OF THE PURCHASED ASSETSASSETS AND IT IS UNDERSTOOD THAT BUYER TAKES ALL OF SUCH PROPERTIES AND ASSETS ON AN "AS IS" AND "WHERE IS" BASIS. It is understood that any cost estimates, projections or other predictions contained or referred to in the Schedules hereto and any cost estimates, projections or predictions that have been or shall hereafter be provided to Buyer or any of its Affiliates, agents or representatives are not and shall not be deemed to be representations or warranties of Seller. NOTWITHSTANDING ANY PROVISION OF THIS SECTION 3.16 TO THE CONTRARY, BUT SUBJECT IN ALL EVENTS TO THE TERMS OF THIS AGREEMENT WITH RESPECT TO SURVIVAL OF THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS THAT ARE CONTAINED HEREIN, SELLER ACKNOWLEDGES THAT (A) BUYER IS RELYING ON THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III AND IN ARTICLE VI IN DECIDING TO ENTER INTO THIS AGREEMENT, AND (B) AS BUYER'S DECISION TO CONSUMMATE THE QUALITY TRANSACTIONS MADE THE SUBJECT OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO BUYERS ARE NOT AND SHALL NOT BE CONSTRUED AS, OR BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES BE, A WAIVER OF SELLERS. EXCEPT WITH RESPECT TO BUYER'S RELIANCE ON THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH CONTAINED IN THIS AGREEMENT ARTICLE III AND ANY ANCILLARY IN ARTICLE VI IN ELECTING TO CONSUMMATE THE TRANSACTIONS MADE THE SUBJECT OF THIS AGREEMENT, SELLERS AGREE . BUYER REPRESENTS AND WARRANTS THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY ASSETS DO NOT CONSTITUTE "CONSUMER PRODUCTS" WITHIN THE MEANING OF THE FOREGOING, SELLERS AGREE XXXXXXXX-XXXX WARRANTY ACT AND THAT IF ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED WARRANTY IS NEVERTHELESS IMPOSED UNDER THAT ACT IT SHALL BE LIMITED TO IN ANY A PERIOD OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSTHIRTY (30) DAYS.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE III OR ANY OTHER PROVISION OF THIS AGREEMENT BUYER AND ANY ANCILLARY AGREEMENT, BUYERS SELLER ACKNOWLEDGE AND AGREE THAT SELLERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO THE MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE NONE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS SELLER OR ANY PART THEREOFOF ITS AFFILIATES, (C) AS TO THE CONDITION AGENTS, EMPLOYEES OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETSREPRESENTATIVES IS MAKING, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED CONTAINED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER EVALUATION MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS BUYER OR WARRANTIES ANY OF SELLERS. EXCEPT WITH RESPECT ITS AFFILIATES, AGENTS OR REPRESENTATIVES (INCLUDING WITHOUT LIMITATION THE CONFIDENTIAL OFFERING MEMORANDA RELATING TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND BUSINESS (THE "CONFIDENTIAL OFFERING MEMORANDA") (SUCH MATERIALS COLLECTIVELY, THE "EVALUATION MATERIALS")), ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTYREPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY SELLER IN THIS AGREEMENT, THE RECAP AGREEMENT AND THE OPERATING AGREEMENTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED (A) WARRANTY OR REPRESENTATION AS TO KEY THE VALUE, CONDITION, MERCHANTABILITY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) SUITABILITY AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS PROPERTIES OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY ASSETS OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSBUSINESS CARRIED OUT BY SELLER.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT AND ARTICLE 2 OR ANY ANCILLARY OTHER PROVISION OF THIS AGREEMENT, BUYERS AGREE THAT SELLERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO THE MERCHANTABILITYBUYER AND SELLER ACKNOWLEDGE AND AGREE THAT NEITHER SELLER NOR ANY OF ITS AFFILIATES, SUITABILITY AGENTS, EMPLOYEES OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETSREPRESENTATIVES IS MAKING, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED CONTAINED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER EVALUATION MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO BUYERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS BUYER OR WARRANTIES ANY OF SELLERS. EXCEPT WITH RESPECT ITS AFFILIATES, AGENTS OR REPRESENTATIVES (INCLUDING WITHOUT LIMITATION THE CONFIDENTIAL OFFERING MEMORANDUM RELATING TO THE CD INT BUSINESS (THE "CONFIDENTIAL OFFERING MEMORANDUM"), ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY SELLER IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE PROPERTIES OR ASSETS OF THE CD INT BUSINESS OPERATED BY SELLER, AND (B) IT IS UNDERSTOOD THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT CONTAINED HEREIN BUYER TAKES SUCH CD INT BUSINESS AND ASSETS AS IS AND WHERE IS WITH ALL FAULTS AND WITHOUT ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS IMPLIED WARRANTY OR IMPLIED (A) REPRESENTATION AS TO KEY THE CD INT BUSINESS' LIABILITIES OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSACTION.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND OR ANY ANCILLARY AGREEMENTOTHER AGREEMENTS OR DOCUMENTS DELIVERED AT CLOSING, BUYERS AGREE THAT SELLERS MAKE SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED IMPLIED: (A) AS TO THE MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, ; (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, ; (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, ; (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, ; OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE EACH BUYER ENTITY AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENTOTHER AGREEMENTS OR DOCUMENTS DELIVERED AT CLOSING, (A) THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE HEREOF AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE, AND (B) EACH BUYER ENTITY AGREES TO RELY SOLELY UPON ITS OWN EXAMINATION THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO BUYERS A BUYER ENTITY OR ANY OF ITS AFFILIATES ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLERS. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSSELLER.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT AND ARTICLE OR ANY ANCILLARY OTHER PROVISION OF THIS AGREEMENT, BUYERS AGREE IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLERS MAKE NO WARRANTYSELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, THE SCHEDULES AND THE DOCUMENTS, INSTRUMENTS AND CERTIFICATES TO BE DELIVERED TO BUYER AT THE CLOSING, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED (A) WARRANTY OR REPRESENTATION AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ANY OF THE PURCHASED ASSETSASSETS AND IT IS UNDERSTOOD THAT BUYER TAKES ALL OF SUCH PROPERTIES AND ASSETS ON AN "AS IS" AND "WHERE IS" BASIS. It is understood that any cost estimates, projections or other predictions contained or referred to in the Schedules hereto and any cost estimates, projections or predictions that have been or shall hereafter be provided to Buyer or any of its Affiliates, agents or representatives are not and shall not be deemed to be representations or warranties of Seller. NOTWITHSTANDING ANY PROVISION OF THIS SECTION 3.21 TO THE CONTRARY, BUT SUBJECT IN ALL EVENTS TO THE TERMS OF THIS AGREEMENT WITH RESPECT TO SURVIVAL OF THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS THAT ARE CONTAINED HEREIN, SELLER ACKNOWLEDGES THAT (A) BUYER IS RELYING ON THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III AND IN ARTICLE VI IN DECIDING TO ENTER INTO THIS AGREEMENT, AND (B) AS BUYER'S DECISION TO CONSUMMATE THE QUALITY TRANSACTIONS MADE THE SUBJECT OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO BUYERS ARE NOT AND SHALL NOT BE CONSTRUED AS, OR BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES BE, A WAIVER OF SELLERS. EXCEPT WITH RESPECT TO BUYER'S RELIANCE ON THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH CONTAINED IN THIS AGREEMENT ARTICLE III AND ANY ANCILLARY IN ARTICLE VI IN ELECTING TO CONSUMMATE THE TRANSACTIONS MADE THE SUBJECT OF THIS AGREEMENT, SELLERS AGREE . BUYER REPRESENTS AND WARRANTS THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY ASSETS DO NOT CONSTITUTE "CONSUMER PRODUCTS" WITHIN THE MEANING OF THE FOREGOINGXXXXXXXX-XXXX WARRANTY ACT AND THAT IF ANY WARRANTY IS NEVERTHELESS IMPOSED UNDER THAT ACT BUYER HEREBY WAIVES ANY 25 ACTIONS OR REMEDIES AVAILABLE THEREUNDER. BUYER HEREBY WAIVES ANY ACTIONS OR REMEDIES TO THE EXTENT AVAILABLE TO IT UNDER (i) THE DELAWARE UNIFORM DECEPTIVE TRADE PRACTICES ACT, SELLERS AGREE THAT ANY COST ESTIMATESDELAWARE CODE SECTION 6-2531, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF ET SEQ., AND (ii) THE OFFERING MEMORANDAFLORIDA CONSUMER PROTECTION LAWS, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSFLA. LAWS CH. 501.

No Implied Representation. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, BUYERS AGREE IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLERS MAKE NO WARRANTYNEITHER OF THE SELLER PARTIES ARE MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, ANY SCHEDULE HERETO, THE TRANSACTION DOCUMENTS, OR ANY DOCUMENT, EXHIBIT, CERTIFICATE, INSTRUMENT OR STATEMENT TO BE DELIVERED HEREUNDER OR THEREUNDER INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED (A) WARRANTY OR REPRESENTATION Illinois AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PURCHASED ASSETS, (B) AS TO THE QUALITY OF THE PURCHASED ASSETS OR ANY PART THEREOF, (C) AS TO THE CONDITION OR WORKMANSHIP OF THE PURCHASED ASSETS, (D) AS TO THE ABSENCE OF ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER LATENT OR PATENT, OR (E) AS TO ANY OTHER MATTER. BUYERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, OF THE PURCHASED ASSETS ARE TO BE TRANSFERRED HEREUNDER “AS IS” ON THE CLOSING DATE AND IN THEIR PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR AND TEAR BETWEEN THE DATE HEREOF AND THE CLOSING DATEACQUIRED ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYERS AGREE IT IS UNDERSTOOD AND AGREED THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THE SCHEDULES AND ANY OF THE OFFERING MEMORANDACOST ESTIMATES, MANAGEMENT PRESENTATIONS PROJECTIONS OR PREDICTIONS OR ANY OTHER INFORMATION CONTAINED OR REFERRED TO IN OTHER MATERIALS THAT HAVE BEEN OR SHALL HEREINAFTER BE PROVIDED TO BUYERS PARENT, IAWC OR ANY OF THEIR AFFILIATES, AGENTS OR REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLERS. EXCEPT WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY ANCILLARY AGREEMENT, SELLERS AGREE THAT BUYERS MAKE NO WARRANTY, EXPRESS OR IMPLIED (A) AS TO KEY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITIONS (FINANCIAL OR OTHERWISE) OR PROSPECTS OR (B) AS TO ANY OTHER MATTER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS AGREE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN ANY OF THE OFFERING MEMORANDA, MANAGEMENT PRESENTATIONS OR OTHER MATERIALS THAT HAVE BEEN PROVIDED TO SELLERS ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF BUYERSSELLER PARTIES.