Section 3(c), and to the extent applicable, in the forms attached as Exhibits
hereto; and
(e) Seller shall be reasonably satisfied that each of (i) the Waiver and Consent
Agreement, and (ii) the Reciprocal Release, has been duly authorized, delivered
and executed by each of the other parties thereto.
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11. CERTAIN DISCLAIMERS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY AND EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH
IN ARTICLE 4 AND ARTICLE 5, IT IS THE EXPLICIT INTENT OF EACH OF THE PARTIES,
AND THE PARTIES HEREBY AGREE, THAT NEITHER PARTY, NOR ANY OF ITS AFFILIATES NOR
ANY OF ITS REPRESENTATIVES HAVE MADE OR ARE MAKING ANY GUARANTY, REPRESENTATION
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WHETHER AT LAW OR IN EQUITY, WRITTEN
OR ORAL WITH RESPECT TO (I) SELLER, ITS AFFILIATES OR ITS REPRESENTATIVES, THE
SHARES, THE COMPANY OR ANY OF THE ASSETS OR LIABILITIES OF THE COMPANY, (II) THE
BUYER, ITS AFFILIATES OR REPRESENTATIVES, OR (III) THE ACCURACY OR COMPLETENESS
OF THE INFORMATION, RECORDS, AND DATA (INCLUDING ANY ESTIMATES, PROJECTIONS OR
OTHER FORECASTS OR PLANS RELATING THERETO) DELIVERED OR MADE AVAILABLE TO A
PARTY OR ITS REPRESENTATIVES) IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT (INCLUDING ANY DESCRIPTION OF THE COMPANY OR ANY OF THE ASSETS
OR LIABILITIES OF THE COMPANY, OR ANY OTHER INFORMATION FURNISHED OR DISCLOSED
TO A PARTY OR ITS REPRESENTATIVES BY THE PARTY, ITS AFFILIATES OR ITS
REPRESENTATIVES) AND ANY SUCH OTHER PURPORTED REPRESENTATIONS OR WARRANTIES ARE
HEREBY EXPRESSLY DISCLAIMED. THE PROVISIONS CONTAINED IN THIS AGREEMENT ARE THE
RESULT OF EXTENSIVE NEGOTIATIONS AMONG THE BUYER AND THE SELLER AND, EXCEPT AS
EXPRESSLY SET FORTH IN ARTICLE 4 AND ARTICLE 5, NO OTHER ASSURANCES,
REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, CONDITION, OR STATE OF THE
SHARES, THE COMPANY OR ANY OF THE ASSETS OR LIABILITIES OF, THE COMPANY ARE OR
WERE MADE BY SELLER, ITS AFFILIATES OR ITS REPRESENTATIVES IN THE INDUCEMENT
THEREOF. BUYER ACKNOWLEDGES AND AGREES (I) IT HAS NOT EXECUTED OR AUTHORIZED THE
EXECUTION OF THIS AGREEMENT IN RELIANCE UPON ANY SUCH PROMISE, GUARANTY,
REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH HEREIN AND (II) IT TAKES FULL
RESPONSIBILITY FOR MAKING ITS OWN EVALUATION AS TO THE ADEQUACY AND ACCURACY OF
ANY ESTIMATES, PROJECTIONS AND FORECASTS RELATING TO THE SHARES, THE COMPANY AND
ANY ASSETS OR LIABILITIES OF THE COMPANY.
12. Expenses. Except as otherwise expressly provided herein, all costs and
expenses, including fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Party incurring such costs and
expenses.
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13. Notices. All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
given: (a) when delivered by hand (with written confirmation of receipt); (b)
when received by the addressee if sent by a nationally recognized overnight
courier (receipt requested); (c) on the date sent by facsimile or e-mail of a
PDF document (with