Seller’s Representations; Independent Investigation. (a) Purchaser acknowledges and agrees that, other than the representations and warranties of Seller specifically contained in Article III, there are no representations or warranties of Seller or any other person either expressed, statutory or implied with respect to the Company or the Shares, including with respect to any of the Company’s rights or assets or the Compound, or the transactions contemplated hereby or by the Ancillary Agreements (except as may be included in such Ancillary Agreements), individually or collectively (except for the representations and warranties of Purchaser in this Article IV). Purchaser, together with and on behalf of its affiliates and Representatives, specifically disclaims that it or they are relying upon or have relied upon any such other representations or warranties that may have been made by any person, and Purchaser, together with and on behalf of its affiliates and Representatives, acknowledges and agrees that Seller and its affiliates (including, before the Closing, the Company) have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any person. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except as set forth in Article III or otherwise expressly set forth in this Agreement, none of Seller, its affiliates or their respective Representatives makes any representations or warranties relating to (i) the maintenance, repair, condition, design, performance or marketability of any right or asset of the Company, including with respect to title, merchantability or fitness for a particular purpose, validity, enforceability or non-infringement, (ii) the operation of the Company or its business by Purchaser after the Closing or (iii) the probable success or profitability of the Company or its business after the Closing.
Seller’s Representations; Independent Investigation. Without limiting in any way the representations and warranties expressly set forth in Article III and Article IV as well as Buyer’s right to rely thereon:
Seller’s Representations; Independent Investigation. (a) Each Parent Group Company is a sophisticated purchaser and possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment under this Agreement. Each of the Parent Group Companies acknowledges and agrees that, other than the representations and warranties of Seller or any of its affiliates specifically contained in Article III (as qualified by the Disclosure Schedule), any Ancillary Agreement or the certificate delivered by Seller pursuant to Section 7.02(e), there are no representations or warranties of Seller or any other Person either expressed or implied with respect to the Business, the Transferred Quotas, the Transferred Subsidiaries or the transactions contemplated hereby, individually or collectively. Each Parent Group Company, together with and on behalf of their respective affiliates and Representatives, specifically disclaims that it or they are relying upon or have relied upon any such other representations or warranties that may have been made by any person, and each Parent Group Company, together with and on behalf of its affiliates and Representatives, acknowledges and agrees that Seller and its affiliates (including, before and after the Closing, the Transferred Subsidiaries) have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any person.
Seller’s Representations; Independent Investigation. (a) Purchaser acknowledges and agrees that, other than the representations and warranties of PEL and the Seller specifically contained in Article III of this Agreement, there are no representations or warranties of the Seller or any other person either expressed, statutory or implied with respect to PEL, the Seller or any Operating Company, including with respect to any of its rights or assets, or the transactions contemplated hereby. Purchaser, together with and on behalf of its affiliates and Representatives, specifically disclaims that it or they are relying upon or have relied upon any such other representations or warranties that may have been made by any person, and Purchaser, together with and on behalf of its affiliates and Representatives, acknowledges and agrees that PEL, the Seller and their respective affiliates (including, before and after the Closing, the Operating Companies) have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any person. Without limiting the generality of the foregoing, except as expressly provided in this Agreement or any of the Ancillary Agreements, Purchaser acknowledges and agrees that none of PEL, the Seller, their respective affiliates or their respective Representatives makes any representations or warranties relating to (i) the maintenance, repair, condition, design, performance or marketability of any right or asset of any Operating Company, (ii) the operation of any Operating Company or its business by Purchaser after the Closing or (iii) the probable success or profitability of any Operating Company or its business after the Closing.
