writing by the party making the waiver.
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13.15 Disclaimer; Non-Recourse. (A) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, THE ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS, WITH ALL FAULTS,"
AND, WITHOUT LIMITING THE GENERALITY OF SECTION 1.5, SELLERS EXPRESSLY DISCLAIM
ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS
TO THE CONDITION, VALUE OR QUALITY OF THE ASSETS OR THE PROSPECTS (FINANCIAL OR
OTHERWISE), RISKS AND OTHER INCIDENTS OF THE BUSINESS. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN OR IN THE SELLERS TRANSACTION DOCUMENTS, PURCHASER
WAIVES, RELEASES AND FOREVER DISCHARGES ALL CLAIMS AND RIGHTS OF ACTION, WHETHER
AT LAW OR EQUITY, AGAINST SELLERS OR ITS AFFILIATES TO THE EXTENT ARISING WITH
RESPECT TO THE BUSINESS OR RELATING TO THE TRANSACTIONS UNDER THIS AGREEMENT,
INCLUDING ANY CLAIMS OR RIGHTS OF ACTION UNDER THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT OR ANY OTHER LAWS. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BE LIABLE TO ANY
OTHER PARTY FOR ANY (I) CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, SPECULATIVE,
EXEMPLARY, TREBLE DAMAGES OR DAMAGES FOR ANY LOST PROFITS OR BUSINESS, LOST
BUSINESS OPPORTUNITY, DIMINUTION IN VALUE OR LOSS OF USE, (II) DAMAGES OR LOSSES
BASED ON OR USING CALCULATION OF LOSS OF FUTURE REVENUE, INCOME OR PROFITS OR
DIMINUTION OF VALUE OR (III) DAMAGES BASED ON A MULTIPLE OF EARNINGS OR OTHER
METRIC OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY FOR ANY REASON WITH RESPECT
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON
STATUTE, CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER
PARTY'S SOLE, JOINT, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT;
PROVIDED, THAT, THE FOREGOING CLAUSES (I), (II) AND (III) SHALL NOT BE
APPLICABLE TO THE EXTENT THAT ANY SUCH DAMAGES (INCLUDING, FOR THE AVOIDANCE OF
DOUBT, LOST PROFITS) ARE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF THIS
AGREEMENT.
13.16 Bulk Sales Laws. Each Party hereby waives compliance by the Parties with
the "bulk sales," "bulk transfers" or similar Laws and all other similar Laws in
all applicable jurisdictions in respect of the transactions contemplated by this
Agreement or any agreement contemplated by this Agreement.
13.17 No Right of Set-Off. Except as set forth in this Agreement, Purchaser for
itself and for its Affiliates, successors and assigns hereby unconditionally
and, irrevocably waives any rights of set-off, netting, offset, recoupment, or
similar rights that Purchaser or any of its respective Affiliates, successors
and assigns has or may have with respect to the payment of the Purchase Price or
any other payments to be made by Purchaser pursuant to this Agreement or any
other document or instrument delivered by Purchaser in connection herewith.
Signature Page Follows
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the day and year first above written.
PURCHASER:
MEDICAL TRANSCRIPTION BILLING, CORP.
By: /s/ Stephen
Snyder
Name: Stephen Snyder
Title: Chief Executive Officer
[Signature Page to Asset Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have