Common use of No Inducement or Reliance; Independent Assessment Clause in Contracts

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller or any of its Affiliates, or any agent, employee, attorney or other representative of Seller or any such Affiliate representing or purporting to represent any of them that are not expressly set forth in this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and neither Seller nor any of its respective Affiliates, or any agent, employee, attorney, other representative of Seller or any other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby. (b) Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement or in any Seller Document, it is purchasing the Shares, the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the Shares, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability to or for Purchaser or any Affiliate, or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Purchaser or any Affiliate in connection with the review by Purchaser of the Company and the Business and the negotiation and the execution of this Agreement.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller the Sellers, the Companies or any of its their respective Affiliates, officers, managers, directors, employees, agents or any agentRepresentatives (collectively, employeethe “Company Parties”), attorney or other representative except for the representations and warranties of Seller or any such Affiliate representing or purporting to represent any of them that are not the Sellers expressly set forth in this AgreementArticle III and Article IV, whether or not any such representations, warranties or statements were made in writing or orally. Buyer represents and warrants that Buyer has not relied or is not relying upon any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of any information regarding the Companies or the Contemplated Transactions except for the representations and warranties of the Sellers expressly set forth in Article III and Article IV, and neither Seller nor any none of its respective Affiliates, or any agent, employee, attorney, other representative of Seller or any other Person shall the Company Parties will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer or its Representatives, or Purchaser’s the use ofby Buyer or its Representatives, of any such information, including publications, any informationconfidential information memorandum or data room information provided to Buyer or its Representatives, documents or material made available any other document or information in any “data rooms” form provided to Buyer or management presentations or its Representatives in any other form in expectation connection with the Contemplated Transactions. Buyer acknowledges that it has inspected and conducted, to its satisfaction, its own independent investigation of the transactions contemplated herebyCompanies and, in entering into this Agreement, Buyer has relied on the results of its own independent investigation and analysis. (b) Purchaser acknowledges that, except Except as otherwise expressly set forth in this Agreement or in any Seller DocumentArticle III and Article IV, it is purchasing the Shares, Buyer acknowledges that none of the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the SharesParties makes, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to will make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates or has made any representation or warranty, express or implied, including as to the prospects of the Business Companies or its their business or profitability to or for Purchaser or any AffiliateBuyer, or with respect to any forecasts, projections or business plans prepared by made available to Buyer (or on behalf of Seller and delivered to Purchaser its Affiliates or any Affiliate Representatives) in connection with the Buyer’s review by Purchaser of the Company and the Business and the negotiation and the execution of this AgreementCompanies.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser has Parent and Merger Sub have not been induced by and has have not relied upon any representations, warranties or warranties, statements, or other information whether express or implied, made or provided by Seller the Company Group Parties or any other Person, except for the representations and warranties of its Affiliates, or any agent, employee, attorney or other representative of Seller or any such Affiliate representing or purporting to represent any of them that are not the Company expressly set forth in this Agreement‎ARTICLE III and the Ancillary Documents and the representations and warranties of Topco expressly set forth in ARTICLE IV and the Ancillary Documents, whether or not any such representations, warranties warranties, statements, or statements other information were made in writing or orally, . Parent and neither Seller nor any of its respective Affiliates, or any agent, employee, attorney, other representative of Seller Merger Sub represent and warrant that no Company Group Party or any other Person shall has made any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of any information regarding the Company Group or the Contemplated Transactions except for the representations and warranties expressly given by the Company in ARTICLE III and the Ancillary Documents and the representations and warranties given by Topco in ARTICLE IV and the Ancillary Documents, and absent fraud, none of the Company Group Parties will have or be subject to any liability to Purchaser Parent, Merger Sub or any other Person resulting from the distribution to PurchaserParent, Merger Sub or their Representatives, or Purchaser’s the use ofby Parent, Merger Sub or their Representatives, of any such information, including publications, any informationconfidential information memorandum or data room information provided to Parent, documents Merger Sub or material made available their Representatives, or any other document or information in any “data rooms” form provided to Parent, Merger Sub or management presentations or their Representatives in any other form in expectation connection with the Contemplated Transactions. Parent and Merger Sub acknowledge that they have inspected and conducted, to their satisfaction, their own independent investigation of the transactions contemplated herebyCompany Group and their financial conditions, results of operations, assets, liabilities and properties and, in entering in this Agreement and making the determination to proceed with the Contemplated Transactions, Parent and Merger Sub have relied on the results of their own independent investigation and analysis. (b) Purchaser acknowledges that, except as otherwise Except for the representations and warranties of the Company expressly set forth in this Agreement or ‎ARTICLE III and the Ancillary Documents and the representations and warranties of Topco set forth in any Seller DocumentARTICLE IV and the Ancillary Documents, it is purchasing the Shares, Parent and Merger Sub acknowledge that none of the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the SharesGroup Parties makes, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to will make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates or has made any representation or warranty, express or implied, including as to the prospects of the Business Company Group, the Retained Subsidiaries or its their respective businesses or their profitability to for Parent or for Purchaser Merger Sub or any Affiliateother Person, or with respect to any forecasts, projections or business plans prepared by made available to Parent and Merger Sub (or on behalf of Seller and delivered to Purchaser their respective Affiliates or any Affiliate Representatives) in connection with the Parent’s and Merger Sub’s review by Purchaser of the Company Group and if applicable, of the Business and the negotiation and the execution of this AgreementRetained Subsidiaries. PARENT AND MERGER SUB HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN ‎ARTICLE III AND THE ANCILLARY DOCUMENTS, PARENT AND MERGER SUB ARE ACQUIRING THE COMPANY GROUP ON AN “AS IS, WHERE IS” BASIS.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties warranties, statements or statementsother information, whether express or implied, made or provided by Seller or any of its Affiliatesother Person, or any agent, employee, attorney or other representative except for the representations and warranties of Seller or any such Affiliate representing or purporting to represent any of them that are not expressly set forth in this AgreementArticle III, whether or not any such representations, warranties warranties, statements, or statements other information were made in writing or orally, . Buyer represents and warrants that neither Seller nor any other Person has made any representation or warranty, express or implied, oral or written, including any implied warranty of its respective Affiliatesmerchantability or of fitness for a particular purpose, or to the accuracy or completeness of any agentinformation regarding the Transferred Business, employeethe Assumed Liabilities or the Asset Transactions except for the representations and warranties expressly given by Seller in Article III, attorney, other representative of and Seller or any other Person shall will not have or be subject to any liability Losses to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer or its Representatives, or Purchaser’s the use ofby Buyer or its Representatives, of any such informationEvaluation Material. Buyer hereby acknowledges and agrees that, including any informationexcept to the extent specifically set forth in Article III, documents or material made available in any Xxxxx is acquiring the Transferred Assets on an “data roomsAs Is, Where Is” or management presentations or in any other form in expectation of the transactions contemplated herebybasis. (b) Purchaser Buyer acknowledges thatthat it has inspected and conducted, to its satisfaction, its own independent investigation of the Transferred Business, and the financial condition, results of operations, assets, liabilities and properties related thereto, and in entering into this Agreement and making the determination to proceed with the Asset Transactions, Xxxxx has relied on the results of its own independent investigation and analysis. Neither Buyer, nor to the knowledge of Buyer, any of its Representatives, is aware of any facts, events or circumstances that would cause any of the representations or warranties of Seller set forth in this Agreement to be untrue or incorrect in any respect. Xxxxx is an informed and sophisticated participant in the Asset Transactions and has undertaken such investigation and has been provided with and has evaluated such Evaluation Material, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement and the consummation of the Asset Transactions. With respect to any projection or forecast delivered by or on behalf of Seller to Buyer, Xxxxx hereby acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts and (iii) it is familiar with each of the foregoing. In furtherance of the foregoing, and not in limitation thereof, Buyer acknowledges and agrees that no representation or warranty, express or implied, at law or in equity, of Seller or any of its Representatives, or any other Person, including the Evaluation Material and any financial projection or forecast delivered to Buyer with respect to the revenues or profitability which may arise from the operation of the Transferred Business either before or after the Closing, shall (except as otherwise expressly set forth in Article III of this Agreement or in Agreement) form the basis of any Seller Documentclaim against Seller, it is purchasing the Shares, the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the Shares, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warrantyAffiliates, express or implied, as to the prospects of the Business or its profitability to or for Purchaser or any Affiliateof their respective Representatives, or any other Person with respect thereto or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Purchaser or any Affiliate in connection with the review by Purchaser of the Company and the Business and the negotiation and the execution of this Agreementrelated matter.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser has Parent and Merger Sub have not been induced by and has have not relied upon any representations, warranties warranties, statements or statementsother information, whether express or implied, made or provided by Seller the Company Group Parties or any other person, except for the representations and warranties of its Affiliates, or any agent, employee, attorney or other representative of Seller or any such Affiliate representing or purporting to represent any of them that are not the Company expressly set forth in this AgreementARTICLE III or any certificate, Ancillary Document or instrument delivered in connection with the Contemplated Transactions, whether or not any such representations, warranties warranties, statements, or statements other information were made in writing or orally, . Parent and neither Seller nor any of its respective Affiliates, or any agent, employee, attorney, other representative of Seller Merger Sub represent and warrant that no Company Group Party or any other Person shall person has made any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of any information regarding the Company Group or the Contemplated Transactions except for the representations and warranties expressly given by the Company in ARTICLE III or any certificate, Ancillary Document or instrument delivered in connection with the Contemplated Transactions, and, except for Fraud, none of the Company Group Parties will have or be subject to any liability to Purchaser Parent, Merger Sub or any other Person resulting from the distribution to PurchaserParent, Merger Sub or their Representatives, or Purchaser’s the use ofby Parent, Merger Sub or their Representatives, of any such information, including publications, any informationconfidential information memorandum or data room information provided to Parent, documents Merger Sub or material made available their Representatives, or any other document or information in any “data rooms” form provided to Parent, Merger Sub or management presentations or their Representatives in any other form in expectation connection with the Contemplated Transactions. Parent and Merger Sub acknowledge that they have inspected and conducted their own independent investigation of the transactions contemplated herebyCompany Group and their financial conditions, results of operations, assets, liabilities and properties and, in entering in this Agreement and making the determination to proceed with the Contemplated Transactions, Parent and Merger Sub have relied on the results of their own independent investigation and analysis. (b) Purchaser acknowledges that, except as otherwise Except for the representations and warranties of the Company expressly set forth in this Agreement ARTICLE III or any certificate, Ancillary Document or instrument delivered in any Seller Documentconnection with the Contemplated Transactions, it is purchasing the Shares, Parent and Merger Sub acknowledge that none of the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the SharesGroup Parties makes, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to will make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates or has made any representation or warranty, express or implied, including as to the prospects of the Business Company Group or its their respective businesses or their profitability to for Parent or for Purchaser or any AffiliateMerger Sub, or with respect to any forecasts, projections or business plans prepared by made available to Parent and Merger Sub (or on behalf of Seller and delivered to Purchaser their respective Affiliates or any Affiliate Representatives) in connection with the Parent’s and Merger Sub’s review by Purchaser of the Company and the Business and the negotiation and the execution of this AgreementGroup. PARENT AND MERGER SUB HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN ARTICLE III OR ANY CERTIFICATE, ANCILLARY DOCUMENT OR INSTRUMENT DELIVERED IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, PARENT AND MERGER SUB ARE ACQUIRING THE COMPANY GROUP ON AN “AS IS, WHERE IS” BASIS.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller the Seller, the Companies or any of its their respective Affiliates, officers, managers, directors, employees, agents or any agentRepresentatives (collectively, employeethe “Company Parties”), attorney or other representative except for the representations and warranties of the Seller or any such Affiliate representing or purporting to represent any of them that are not expressly set forth in this AgreementArticle III and the representations and warranties of Seller and Holdings expressly set forth in Article IV, whether or not any such representations, warranties or statements were made in writing or orally. Buyer represents and warrants that no Company Party has made, and neither that it has not relied or is not relying upon, any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of any information regarding the Companies or the Contemplated Transactions except for the representations and warranties of the Seller nor any of its respective Affiliates, or any agent, employee, attorney, other representative expressly set forth in Article III and the representations and warranties of Seller or any other Person shall and Holdings expressly set forth in Article IV, and, absent Fraud, none of the Company Parties will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer or its Representatives, or Purchaser’s the use ofby Buyer or its Representatives, of any such information, including publications, any informationconfidential information memorandum or data room information provided to Buyer or its Representatives, documents or material made available any other document or information in any “data rooms” form provided to Buyer or management presentations or its Representatives in any other form in expectation connection with the Contemplated Transactions. Buyer acknowledges that it has inspected and conducted, to its satisfaction, its own independent investigation of the transactions contemplated herebyCompanies and, in entering into this Agreement, Bxxxx has relied on the results of its own independent investigation and analysis. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES THAT THE COMPANY PARTIES HAVE MADE NO REPRESENTATION OR WARRANTY TO ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, FINANCIAL CONDITION OR PROSPECTS OF THE COMPANIES. (b) Purchaser The data room provided by the Companies and the Seller does not purport to contain all of the information that may be required to evaluate all of the factors that would be relevant to Buyer in considering entering into any transaction, and Buyer acknowledges thatthat Bxxxx has had the opportunity to conduct, and has conducted to its satisfaction, its own due diligence, analysis and investigation with respect to the Contemplated Transactions. To the fullest extent permitted by applicable Law, and except as otherwise expressly permitted in Article VIII, absent Fraud, none of the Company Parties shall have any liability to Buyer or its respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company Parties, in connection with the Contemplated Transaction. (c) Bxxxx’s right to rely upon the representations and warranties of the Seller expressly set forth in this Agreement or in any Seller Document, it is purchasing the Shares, the Company Article III and the Business “as-is,” “where-is” representations and with all faults. Purchaser is familiar with the Shares, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability to or for Purchaser or any Affiliate, or with respect to any forecasts, projections or business plans prepared by or on behalf warranties of Seller and delivered to Purchaser Holdings expressly set forth in Article IV shall not be limited by Bxxxx’s investigation, any knowledge acquired by Buyer or any Affiliate Buyer’s representations and warranties set forth in connection with the review by Purchaser of the Company and the Business and the negotiation and the execution of this Agreement.Article V.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller Seller, the SPAC or any of its their respective Affiliates, officers, managers, directors, employees, agents or any agentRepresentatives (collectively, employeethe “Company Parties”), attorney or other representative except for the representations and warranties of Seller or any such Affiliate representing or purporting to represent any of them that are not and the SPAC expressly set forth in this AgreementArticle III and Article IV, whether or not any such representations, warranties or statements were made in writing or orally. Buyer represents and warrants that no Company Party has made, and neither Seller nor that Buyer has not relied or is not relying upon, any representation or warranty, express or implied, oral or written, as to the accuracy or completeness of its respective Affiliates, any information regarding the Company or any agent, employee, attorney, other representative the Contemplated Transactions except for the representations and warranties of Seller or any other Person shall and the SPAC expressly set forth in Article III and Article IV, and, absent Fraud, none of the Company Parties will have or be subject to any liability to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer or its Representatives, or Purchaser’s the use ofby Buyer or its Representatives, of any such information, including publications, any informationconfidential information memorandum or data room information provided to Buyer or its Representatives, documents or material made available any other document or information in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby. (b) Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement or in any Seller Document, it is purchasing the Shares, the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the Shares, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced provided to make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business Buyer or its profitability to or for Purchaser or any Affiliate, or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Purchaser or any Affiliate Representatives in connection with the review by Purchaser Contemplated Transactions. Buyer acknowledges that it has inspected and conducted, to its satisfaction, its own independent investigation of the Company and the Business and the negotiation and the execution of and, in entering into this Agreement, Xxxxx has relied on the results of its own independent investigation and analysis. Buyer further represents that it has no need for liquidity in its investment in the Transferred Securities for the foreseeable future and is able to bear the risks attendant to the transactions contemplated hereby for an indefinite period.

No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser Buyer has not been induced by and has not relied upon any representations, warranties warranties, statements or statementsother information, whether express or implied, made or provided by Seller or any of its Affiliatesother Person, or any agent, employee, attorney or other representative except for the representations and warranties of Seller or any such Affiliate representing or purporting to represent any of them that are not expressly set forth in Article III and Article IV of this AgreementAgreement and any other Transaction Document, whether or not any such representations, warranties warranties, statements, or statements other information were made in writing or orally. Buyer represents and warrants that neither Seller nor any other Person has made any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of any information regarding the Company Entities or the Contemplated Transactions except for the representations and warranties expressly given by Seller in Article III and Article IV of this Agreement and any other Transaction Document, and neither Seller nor any of its respective Affiliates, or any agent, employee, attorney, other representative of Seller or any other Person shall the Company Entities will have or be subject to any liability Losses to Purchaser Buyer or any other Person resulting from the distribution to PurchaserBuyer or its Representatives, or Purchaser’s the use ofby Buyer or its Representatives, of any such information, including any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated herebyEvaluation Material. (b) Purchaser Buyer acknowledges thatthat it has inspected and conducted, to its satisfaction, its own independent investigation of the Company Entities and their financial condition, results of operations, assets, liabilities and properties, including the Facilities, and, in entering into this Agreement and making the determination to proceed with the Contemplated Transactions, Xxxxx has relied on the results of its own independent investigation and analysis. As of the date hereof, neither Xxxxx, nor to the knowledge of Buyer, any of its Representatives, is aware of any facts, events or circumstances that would cause any of the representations or warranties of Seller set forth in this Agreement to be untrue or incorrect in any respect. Xxxxx is an informed and sophisticated participant in the Contemplated Transactions and has undertaken such investigation and has been provided with and has evaluated such Evaluation Material, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions. With respect to any projection or forecast delivered by or on behalf of Seller or the Company Entities to Buyer, Buyer hereby acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts and (iii) it is familiar with each of the foregoing. In furtherance of the foregoing, and not in limitation thereof, Buyer acknowledges and agrees that no representation or warranty, express or implied, at law or in equity, of Seller, any Company Entity or any of their respective Representatives, or any other Person, including the Evaluation Material and any financial projection or forecast delivered to Buyer with respect to the revenues or profitability which may arise from the operation of the Company Entities either before or after the Closing, shall (except as otherwise expressly set forth in Article III and Article IV of this Agreement or in and any Seller other Transaction Document) form the basis of any claim against Seller, it is purchasing the Shares, any of the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the SharesEntities, the Company and the Business and has made its own assessment any of the present condition and the future prospects their Affiliates, or any of the Business and is sufficiently experienced to make an informed judgment their respective Representatives, or any other Person with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability to or for Purchaser or any Affiliate, thereto or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Purchaser or any Affiliate in connection with the review by Purchaser of the Company and the Business and the negotiation and the execution of this Agreementrelated matter.