sole cost and expense, in
connection with the completion of any audit or review of the historical
financial statements of Seller, post-Closing financial statements of Buyer,
and/or disclosure document of Buyer in connection with its compliance with
applicable securities laws.
Section 3.10 Update to Schedules. At the Closing, Seller shall deliver to Buyer
updated Schedules to this Agreement, in such form and substance as Buyer and
Seller mutually agree in good faith, that reflect any changes to the Purchased
Assets, the Assumed Liabilities and/or the Purchase Price allocation that occur
between the date of this Agreement and Closing.
ARTICLE IV
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Section 4.01 Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
IN THIS AGREEMENT WITH RESPECT TO THE PURCHASED ASSETS BEING FREE AND CLEAR OF
ANY AND ALL ENCUMBRANCES OTHER THAN PERMITTED ENCUMBRANCES, SELLER MAKES NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO:
THE TITLE TO THE PURCHASED ASSETS; THE
CONDITION, DESIGN OR QUALITY OF THE PURCHASED ASSETS; THE FITNESS OF THE
PURCHASED ASSETS FOR USE OR FOR A PARTICULAR PURPOSE; THE MERCHANTABILITY OF THE
PURCHASED ASSETS;
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COMPLIANCE OF THE PURCHASED ASSETS WITH THE REQUIREMENTS OF ANY LAWS, RULES,
SPECIFICATIONS OR CONTRACTS PERTAINING THERETO; PATENT INFRINGEMENT; LATENT
DEFECTS; THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE PURCHASED ASSETS OR
THE CONFORMITY OF THE PURCHASED ASSETS TO THE PROVISIONS AND SPECIFICATIONS OF
ANY PURCHASE ORDER RELATING THERETO; THE OPERATION, USE OR PERFORMANCE OF THE
PURCHASED ASSETS; OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, NATURE OR
DESCRIPTION, EXPRESS OR IMPLIED, WITH RESPECT TO THE OWNERSHIP, OPERATION, USE
OR PERFORMANCE OF THE PURCHASED ASSETS.
Section 4.02 Limitation of Liability. NONE OF MCA FINANCIAL GROUP, LTD., ANTENNA
PLUS, LLC, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE CURRENT
OR FORMER OFFICERS, DIRECTORS, MEMBERS OR AGENTS SHALL HAVE ANY LIABILITY TO
BUYER OR ANY PERSONS WHOMSOEVER (INCLUDING LESSEES OR PURCHASERS OF ALL OR ANY
OF THE PURCHASED ASSETS) FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE (INCLUDING
ATTORNEY FEES) OF ANY KIND OR NATURE, WHETHER SPECIAL, CONSEQUENTIAL, ECONOMIC
OR OTHERWISE, CAUSED OR ALLEGED TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTAL OR
CONSEQUENTIALLY BY THIS AGREEMENT, THE PURCHASED ASSETS (INCLUDING ANY PART
THEREOF OR PRODUCTS THEREFROM, BY ANY INADEQUACY OF THE PURCHASED ASSETS OR
DEFECT OR DEFICIENCY THEREIN) OR THE ASSUMED LIABILITIES, BY ANY INCIDENT
WHATSOEVER ARISING IN STRICT LIABILITY OR OTHERWISE FROM ANY PERSON'S NEGLIGENCE
OR OTHERWISE, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER
CAUSED, OR ARISING OUT OF THIS AGREEMENT, THE PURCHASED ASSETS OR THE ASSUMED
LIABILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING
HEREIN SHALL RELEASE, SETTLE, WAIVE, DISCHARGE, SATISFY, IMPAIR OR AFFECT IN ANY
WAY THE CLAIMS OR DEFENSES IN THE LITIGATION CAPTIONED LIIMATAINEN V. THILL,
CASE NO. 2016-000743, CURRENTLY PENDING BEFORE THE MARICOPA COUNTY SUPERIOR
COURT.
ARTICLE V
MISCELLANEOUS
Section 5.01 Expenses. All costs and expenses incurred in connection with this
Agreement and the