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

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. The Purchaser acknowledges and agrees that (i) except for the representations and warranties expressly set forth herein or in any Ancillary Agreement, the Purchaser has not relied on any representation or warranty from the Sellers or any Affiliate of the Sellers or any employee, officer, director, accountant, financial, legal or other Representative of the Sellers or its Affiliates in determining whether to enter into this Agreement; (ii) except for the representations and warranties expressly set forth herein or in any Ancillary Agreement, none of the Sellers or any employee, officer, director, accountant, financial, legal or other Representative of the Sellers or any Affiliate of the Sellers has made any representation or warranty, express or implied, as to the Business (or the value or future thereof) or 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 or the accuracy or completeness of any information regarding any of the foregoing that the 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).

Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties. (a) The Purchaser acknowledges and agrees that that: (i) except for the representations and warranties expressly set forth herein or in any Ancillary Agreement, the Purchaser has not relied on any representation or warranty from the Sellers or any Affiliate of the Sellers or any employee, officer, director, accountant, financial, legal or other Representative representative of the Sellers or its their Affiliates in determining whether to enter into this Agreement; ; (ii) except for the representations and warranties expressly set forth herein or in any Ancillary Agreement, none of the Sellers, any Affiliates of the Sellers or any employee, officer, director, accountant, financial, legal or other Representative representative of the Sellers or any Affiliate of the Sellers their Affiliates has made any representation or warranty, express or implied, as to the Business (or the value or future thereof) or ), the Assets 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 or the accuracy or completeness of any information regarding any of the foregoing that the Sellers or any other Person furnished or made available to the Purchaser and its Representatives representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); and (iii) the enforceability of this Agreement against the Sellers is subject to receipt of the Bankruptcy Consents.