Common use of Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties Clause in Contracts

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. (a) In consultation with experienced counsel and advisors of its choice, Purchaser has conducted its own independent review and analysis of the Business, the Transferred Assets, the Assumed Liabilities, the Settlement Agreement and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary Agreements. Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, Contracts and other properties and assets of the Business as Purchaser required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of Seller and the Business to discuss the Business, the Transferred Assets and the Assumed Liabilities. (b) Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein or in any Ancillary Agreement, Purchaser has not relied on any representation or warranty from any Seller Party or any other Affiliate of Seller or any employee, officer, director, accountant, financial, legal or other representative of Seller or any Affiliate of Seller in determining whether to enter into this Agreement or consummate the Transactions; (ii) except in cases of fraud, none of the Seller Parties nor any other Person acting on behalf of the Seller Parties 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 the information referred to in Section 4.10(b)(i) that Seller or any other Person furnished or made available to Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) the enforceability of this Agreement against Seller is subject to receipt of the Bankruptcy Consents; and (iv) notwithstanding anything to the contrary contained herein, Purchaser’s obligations to consummate the Transactions are not conditioned or contingent in any way upon the receipt of financing from any Person. (c) Without limiting the generality of the foregoing, and except as set forth in this Agreement or in the Ancillary Agreements, PURCHASER ACKNOWLEDGES AND AGREES THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY OR LICENSED INTELLECTUAL PROPERTY RIGHTS.

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. (a) The Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Transferred Assets, the EMEA Assets, the Assumed Liabilities, the Settlement Agreement EMEA Assumed Liabilities, the Companies and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary AgreementsTransaction Documents. The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, Contracts contracts and other properties and assets of the Business and the Companies as Purchaser it required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of Seller the Sellers, the EMEA Sellers, the Business and the Business Companies to discuss the Business, the Transferred Assets and the Assumed Liabilities. (b) The Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein or in any Ancillary AgreementArticle IV, the Purchaser has not relied on any representation or warranty from any Seller Party the Sellers, the EMEA Sellers or the Companies, or any other Affiliate of Seller any such Person or any employee, officer, director, accountant, financial, legal or other representative of Seller the Sellers, the EMEA Sellers or any Affiliate of Seller the Companies in determining whether to enter into this Agreement or consummate the TransactionsAgreement; (ii) except for the representations and warranties expressly set forth in cases of fraudArticle IV, none of the Seller Parties nor Sellers, the EMEA Sellers, the Companies, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, the EMEA Sellers, the Companies, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Business (or the value or future thereof), the Assets or the EMEA Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets or the EMEA Assets, including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, the EMEA Assumed Liabilities, the Companies or any Affiliate of any such Person acting on behalf or as to the accuracy or completeness of any information regarding any of the Seller Parties shall have or be subject to any liability to Purchaser or any other Person resulting from foregoing that the distribution to PurchaserSellers, or Purchaser’s use, of the information referred to in Section 4.10(b)(i) that Seller EMEA Sellers or any other Person furnished or made available to the Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) no Seller, EMEA Seller or any other Person shall have or be subject to any liability to the Purchaser, any Designated Purchaser or any other Person resulting from the distribution to the Purchaser or any Designated Purchaser, or the Purchaser’s or any Designated Purchaser’s use, of the information referred to in Section 3.5(b)(ii); (iv) subject to the terms of the Bankruptcy Consents, the Purchaser or any Designated Purchaser takes the Assets on an “as is” and “where is” basis; (v) the enforceability of this Agreement against Seller the Sellers is subject to receipt of the Bankruptcy Consents; and (ivvi) notwithstanding anything to the contrary contained herein, the Purchaser’s obligations to consummate the Transactions transactions contemplated by this Agreement are not conditioned or contingent in any way upon the receipt of financing from any PersonPerson or the availability of funds to the Purchaser. (c) Without limiting the generality of the foregoing, and except as set forth in this Agreement or in the Ancillary Agreements, PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY, ACQUIRED COMPANY INTELLECTUAL PROPERTY OR LICENSED INTELLECTUAL PROPERTY RIGHTS.

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. (a) Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, Purchaser has conducted its own independent review and analysis of the BusinessShare (including the Company Patents), the Transferred AssetsAssets (including the Transferred Patents), the Assumed Liabilities, the Settlement Agreement and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary AgreementsTransaction Documents. Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, Contracts contracts and other properties related to the Share (including the Company Patents) and assets of the Business Transferred Assets (including the Transferred Patents) as Purchaser it required to complete its review, and that it and its representatives have had been provided with an opportunity to meet with the officers and other employees of Seller and the Business to discuss the Business, conduct of business related to the Share (including the Company Patents) and the Transferred Assets (including the Transferred Patents). Purchaser is acquiring the Share for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Assumed LiabilitiesShare. Purchaser acknowledges that the Share has not been registered under the Securities Act or any state securities Laws and agrees that the Share may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities Laws, in each case, to the extent applicable. (b) Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein or in any Ancillary AgreementArticle III, Purchaser has not relied on any representation or warranty from Seller, the Company or any Seller Party Affiliate, or any of their partners, employees, officers, directors, agents, advisors or other Affiliate Representatives in determining whether to enter into this Agreement or any of the other Transaction Documents; (ii) except for the representations and warranties expressly set forth in Article III, Seller or has not, nor has any employee, officer, director, accountant, financial, legal or other representative of Seller or the Company, or any Affiliate of Seller in determining whether any such Person, made any representation or warranty, express or implied, as to enter into this Agreement the Share or consummate the TransactionsTransferred Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Transferred Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), or as to the accuracy or completeness of any information regarding any of the foregoing that Seller, or any other Person, furnished or made available to Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iiiii) except in cases of fraud, none of Seller, the Seller Parties nor Company or any other Person acting on behalf of the Seller Parties 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 the information referred to in Section 4.10(b)(i4.6(b)(i) that Seller or any other Person furnished or made available to Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials4.6(b)(ii); (iii) the enforceability of this Agreement against Seller is subject to receipt of the Bankruptcy Consents; and (iv) notwithstanding anything except for the representations and warranties expressly set forth in Article III, Purchaser takes the Transferred Assets and the Company Patents on an “as is” and “where is” basis, without representation or warranty of any kind from Seller or any of its Affiliates, and without recourse to the contrary contained herein, Purchaser’s obligations to consummate the Transactions are not conditioned Seller or contingent in any way upon the receipt of financing from any Personits Affiliates. (c) Without limiting the generality of the foregoing, and except as set forth in this Agreement or in the Ancillary AgreementsWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR RELATING TO NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTSPROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY ASSETS OR LICENSED INTELLECTUAL PROPERTY RIGHTSCOMPANY PATENTS.

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. The Purchaser acknowledges and agrees that: (a) The Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Transferred Assets, the EMEA Assets, the Assumed Liabilities, the Settlement Agreement EMEA Assumed Liabilities and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary AgreementsTransaction Documents. The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, Contracts contracts and other properties and assets of the Business as Purchaser required it has requested to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of Seller the Sellers, the EMEA Sellers and the Business to discuss the Business, the Transferred Assets and the Assumed Liabilities. (b) The Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein or in any Ancillary Agreementthis Agreement and the other Transaction Documents, the Purchaser has not relied on any representation or warranty from any Seller Party the Sellers, the EMEA Sellers or any other Affiliate of Seller any such Person or any employee, officer, director, accountant, financial, legal or other representative of Seller the Sellers or any Affiliate of Seller the EMEA Sellers in determining whether to enter into this Agreement or consummate the Transactions;Agreement;‌ (ii) except for the representations and warranties expressly set forth in cases of fraudthis Agreement and the other Transaction Documents, none of the Seller Parties nor Sellers, the EMEA Sellers or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, the EMEA Sellers or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Business (or the value or future thereof), the Assets or the EMEA Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets or the EMEA Assets, including under the International Convention on Contracts for the Sale of Goods (Geneva Convention)) and any other applicable sale of goods Laws), the Assumed Liabilities, the EMEA Assumed Liabilities or any Affiliate of any such Person acting on behalf or the accuracy or completeness of any information regarding any of the Seller Parties shall have or be subject to any liability to Purchaser or any other Person resulting from foregoing that the distribution to PurchaserSellers, or Purchaser’s use, of the information referred to in Section 4.10(b)(i) that Seller EMEA Sellers or any other Person furnished or made available to the Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) except for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, and subject to the terms of the Bankruptcy Consents, the Purchaser or any Designated Purchaser takes the Assets on an “as is” and “where is” basis; (iv) the enforceability of this Agreement against Seller the Sellers is subject to receipt of the Bankruptcy Consents; and (ivv) notwithstanding anything to the contrary contained herein, the Purchaser’s obligations to consummate the Transactions transactions contemplated by this Agreement are not conditioned or contingent in any way upon the receipt of financing from any Person. (c) Without limiting Except for the generality of the foregoing, representations and except as warranties expressly set forth in this Agreement or in and the Ancillary Agreementsother Transaction Documents, THE PURCHASER ACKNOWLEDGES AND AGREES THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY OR LICENSED INTELLECTUAL PROPERTY RIGHTS.

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. (a) The Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the Transaction Documents. In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Transferred Assets, the EMEA Assets, the NNSA Assets, the Assumed Liabilities, the Settlement Agreement EMEA Assumed Liabilities, the NNSA Assumed Liabilities and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary AgreementsTransaction Documents. The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, Contracts contracts and other properties and assets of the Business as Purchaser it required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of Seller the Sellers, the EMEA Sellers, NNSA and the Business to discuss the Business, the Transferred Assets and the Assumed Liabilities. (b) The Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein herein, in the EMEA Asset Sale Agreement, in the NNSA Irrevocable Offer or in any Ancillary Agreement, the Purchaser has not relied on any representation or warranty from any Seller Party the Sellers, the EMEA Sellers, or NNSA, or any other Affiliate of Seller any such Person or any employee, officer, director, accountant, financial, legal or other representative of Seller the 21 Note to Purchaser: These provisions will only apply to private equity fund or any Affiliate of Seller similar acquiror needing specific debt financing. Sellers or the EMEA Sellers, or NNSA in determining whether to enter into this Agreement or consummate the TransactionsAgreement; (ii) except for the representations and warranties expressly set forth in cases of fraudARTICLE IV, the EMEA Asset Sale Agreement, the NNSA Irrevocable Offer or in any Ancillary Agreement, none of the Seller Parties nor Sellers, or the EMEA Sellers, or NNSA, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or the EMEA Sellers, or NNSA, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Business (or the value or future thereof), the Assets, the EMEA Assets or the NNSA Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets, the EMEA Assets or the NNSA Assets, including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, the EMEA Assumed Liabilities, or the NNSA Assumed Liabilities, or any Affiliate of any such Person acting on behalf or the accuracy or completeness of any information regarding any of the Seller Parties shall have or be subject to any liability to Purchaser or any other Person resulting from foregoing that the distribution to PurchaserSellers, or Purchaser’s usethe EMEA Sellers, of the information referred to in Section 4.10(b)(i) that Seller NNSA or any other Person furnished or made available to the Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) none of the Seller, the EMEA Seller, NNSA or any other Person shall have or be subject to any liability to the Purchaser, any Designated Purchaser or any other Person resulting from the distribution to the Purchaser or any Designated Purchaser, or the Purchaser’s or any Designated Purchaser’s use, of the information referred to in Section 3.5(b)(ii); (iv) subject to the terms of the Bankruptcy Consents, the Purchaser or any Designated Purchaser takes the Assets on an “as is” and “where is” basis; (v) the enforceability of this Agreement against Seller the Sellers is subject to receipt of the Bankruptcy Consents; and (ivvi) notwithstanding anything to the contrary contained herein, the Purchaser’s obligations to consummate the Transactions transactions contemplated by this Agreement are not conditioned or contingent in any way upon the receipt of financing from any Person. (c) Without limiting the generality of the foregoing, and except as set forth in this Agreement or in the Ancillary Agreements, PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY OR LICENSED INTELLECTUAL PROPERTY RIGHTS.

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. (a) The Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Transferred Assets, the Assumed Liabilities, the Settlement Agreement and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary AgreementsTransaction Documents. The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, Contracts contracts and other properties and assets of related to the Business Assets as Purchaser it required to complete its review, and that it and its representatives have had been provided with an opportunity to meet with the officers and other employees of Seller and the Business Sellers, to discuss the Business, conduct of business related to the Transferred Assets and the Assumed LiabilitiesAssets. (b) The Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein or in any Ancillary AgreementArticle IV and the statements set forth in Annex I, the Purchaser has not relied on on, and hereby specifically disclaims, any representation or warranty from any Seller Party the Sellers or any other Affiliate of Seller any such Person, or the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of Seller the Sellers or by the Joint Administrators, the French Liquidator or any Affiliate of Seller their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement or consummate the TransactionsAgreement; (ii) except for the representations and warranties expressly set forth in cases of fraudArticle IV and the statements set forth in Annex I, none of the Seller Parties nor Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person acting on behalf or as to the accuracy or completeness of any information regarding any of the Seller Parties shall have or be subject to any liability to Purchaser or any other Person resulting from foregoing that the distribution to PurchaserSellers, or Purchaser’s use, of the information referred to in Section 4.10(b)(i) that Seller or any other Person furnished or made available to the Purchaser and or its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and (iv) the enforceability of this Agreement against Seller the Sellers is subject to receipt entry of the Bankruptcy Consents; and (iv) notwithstanding anything to the contrary contained herein, Purchaser’s obligations to consummate the Transactions are not conditioned or contingent in any way upon the receipt of financing from any PersonU.S. Sale Order and Canadian Approval and Vesting Order. (c) Without limiting the generality of the foregoing, and except as set forth in this Agreement or in the Ancillary Agreements, THE PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTSPROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR LICENSED INTELLECTUAL PROPERTY RIGHTSUNDISCLOSED PATENT INTERESTS.

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. (a) The Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by the Transaction Documents. In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Transferred Assets, the EMEA Assets, the Assumed Liabilities, Liabilities and the Settlement Agreement EMEA Assumed Liabilities and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary AgreementsTransaction Documents. The Purchaser acknowledges that it and and/or its representatives (including its outside counsel) have been permitted such access to the books and records, facilities, equipment, Contracts contracts and other properties and assets of the Business as Purchaser it required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of Seller the Sellers, the EMEA Sellers and the Business to discuss the Business, the Transferred Assets and the Assumed Liabilities. (b) The Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein in ARTICLE IV herein, in the EMEA Asset Sale Agreement or in any Ancillary Agreement, the Purchaser has not relied on any representation or warranty from any Seller Party the Sellers, the EMEA Sellers or any other Affiliate of Seller any such Person or any employee, officer, director, accountant, financial, legal or other representative of Seller the Sellers or any Affiliate of Seller the EMEA Sellers or their respective Affiliates in determining whether to enter into this Agreement or consummate the TransactionsAgreement; (ii) except for the representations and warranties expressly set forth in cases of fraudARTICLE IV herein, the EMEA Asset Sale Agreement or in any Ancillary Agreement, none of the Seller Parties nor Sellers, the EMEA Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, the EMEA Sellers or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Business (or the value or future thereof), the Assets or the EMEA Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets or the EMEA Assets, including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, the EMEA Assumed Liabilities, or any Affiliate of any such Person acting on behalf or the accuracy or completeness of any information regarding any of the Seller Parties shall have or be subject to any liability to Purchaser or any other Person resulting from foregoing that the distribution to PurchaserSellers, or Purchaser’s use, of the information referred to in Section 4.10(b)(i) that Seller EMEA Sellers or any other Person furnished or made available to the Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) no Seller, EMEA Seller or any other Person shall have or be subject to any liability to the Purchaser, any Designated Purchaser or any Affiliate or representative of the Purchaser or any Designated Purchaser resulting from the distribution to the Purchaser or any Designated Purchaser, or the Purchaser’s or any Designated Purchaser’s use, of the information referred to in Section 3.6(b)(ii); (iv) except for the representations and warranties expressly set forth in the Transaction Documents, subject to the terms of the Bankruptcy Consents, the Purchaser or any Designated Purchaser takes the Assets on an “as is” and “where is” basis; (v) the enforceability of this Agreement against Seller the Sellers is subject to receipt of the Bankruptcy Consents; and (ivvi) notwithstanding anything to the contrary contained herein, the Purchaser’s obligations to consummate the Transactions transactions contemplated by this Agreement are not conditioned or contingent in any way upon the receipt of financing from any Person. (c) Without limiting the generality of the foregoing, and except as set forth in this Agreement or in the Ancillary Agreements, PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE OTHER TRANSACTION DOCUMENTS, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT (I) OF ANY ASSETS, INCLUDING WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR (II) REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY OR LICENSED INTELLECTUAL PROPERTY RIGHTS.

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. The Purchaser acknowledges and agrees that: (a) The Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted its own independent review and analysis of the Business, the Transferred Assets, the EMEA Assets, the Assumed Liabilities, the Settlement Agreement EMEA Assumed Liabilities and the rights and obligations it is acquiring and assuming under this Agreement and the other Ancillary AgreementsTransaction Documents. The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, Contracts contracts and other properties and assets of the Business as Purchaser required it has requested to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of Seller the Sellers, the EMEA Sellers and the Business to discuss the Business, the Transferred Assets and the Assumed Liabilities. (b) The Purchaser acknowledges and agrees that: (i) except for the representations and warranties expressly set forth herein or in any Ancillary Agreementthis Agreement and the other Transaction Documents, the Purchaser has not relied on any representation or warranty from any Seller Party the Sellers, the EMEA Sellers or any other Affiliate of Seller any such Person or any employee, officer, director, accountant, financial, legal or other representative of Seller the Sellers or any Affiliate of Seller the EMEA Sellers in determining whether to enter into this Agreement or consummate the TransactionsAgreement; (ii) except for the representations and warranties expressly set forth in cases of fraudthis Agreement and the other Transaction Documents, none of the Seller Parties nor Sellers, the EMEA Sellers or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, the EMEA Sellers or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Business (or the value or future thereof), the Assets or the EMEA Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets or the EMEA Assets, including under the International Convention on Contracts for the Sale of Goods (Geneva Convention)) and any other applicable sale of goods Laws), the Assumed Liabilities, the EMEA Assumed Liabilities or any Affiliate of any such Person acting on behalf or the accuracy or completeness of any information regarding any of the Seller Parties shall have or be subject to any liability to Purchaser or any other Person resulting from foregoing that the distribution to PurchaserSellers, or Purchaser’s use, of the information referred to in Section 4.10(b)(i) that Seller EMEA Sellers or any other Person furnished or made available to the Purchaser and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); (iii) except for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, and subject to the terms of the Bankruptcy Consents, the Purchaser or any Designated Purchaser takes the Assets on an “as is” and “where is” basis; (iv) the enforceability of this Agreement against Seller the Sellers is subject to receipt of the Bankruptcy Consents; and (ivv) notwithstanding anything to the contrary contained herein, the Purchaser’s obligations to consummate the Transactions transactions contemplated by this Agreement are not conditioned or contingent in any way upon the receipt of financing from any Person. (c) Without limiting Except for the generality of the foregoing, representations and except as warranties expressly set forth in this Agreement or in and the Ancillary Agreementsother Transaction Documents, THE PURCHASER ACKNOWLEDGES AND AGREES THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED INTELLECTUAL PROPERTY OR LICENSED INTELLECTUAL PROPERTY RIGHTS.