SECTION 9.05); AND
(IV) WITH RESPECT TO ANY MATTER, TO THE EXTENT THAT SUCH MATTER WAS REFLECTED IN
THE CALCULATION OF THE ADJUSTMENT TO THE CLOSING DATE PAYMENT, IF ANY, PURSUANT
TO SECTION 2.01(C).
51
(C) PURCHASER SHALL HAVE NO CLAIM OR RIGHT TO INDEMNIFICATION PURSUANT TO THIS
ARTICLE IX AND NONE OF SELLER, ITS AFFILIATES OR ANY OTHER PERSON SHALL HAVE OR
BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON, WITH RESPECT TO
THE ACCURACY AND CORRECTNESS OF ANY INFORMATION, DOCUMENTS OR MATERIALS
FURNISHED BY SELLER, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS TO PURCHASER AND ANY INFORMATION,
DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN
CERTAIN "DATA ROOMS", MANAGEMENT PRESENTATIONS OR ANY OTHER FORM (OTHER THAN AS
SPECIFICALLY CONTAINED IN ARTICLE II OR III OF THIS AGREEMENT) IN EXPECTATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR IN ANY
ANCILLARY AGREEMENT, PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR,
ABSENT FRAUD, ITS SOLE AND EXCLUSIVE MONETARY REMEDY AFTER THE CLOSING WITH
RESPECT TO ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS, THE ACQUISITION AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY, AND THE TRANSFERRED ASSETS SHALL BE PURSUANT TO THE INDEMNIFICATION
PROVISIONS SET FORTH IN THIS ARTICLE IX.
IN FURTHERANCE OF THE FOREGOING,
PURCHASER HEREBY WAIVES, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION
(OTHER THAN CLAIMS OR CAUSES OF ACTION ARISING FROM FRAUD OR BREACHES OF
COVENANTS THAT SURVIVE THE CLOSING) IT MAY HAVE AGAINST SELLER OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
ADVISORS ARISING UNDER OR BASED UPON THIS AGREEMENT, ANY ANCILLARY AGREEMENT,
ANY DOCUMENT OR CERTIFICATE DELIVERED IN CONNECTION HEREWITH, ANY APPLICABLE LAW
(INCLUDING, INTER ALIA, ANY RIGHTS OF CONTRIBUTION OR RECOVERY UNDER CERCLA OR
OTHER ENVIRONMENTAL LAW), COMMON OR OTHERWISE, EXCEPT PURSUANT TO THE
INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE IX.
(E) EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, (A) SELLER MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CONSENTS OR APPROVALS
REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR
PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING THE
TRANSFERRED ASSETS, ASSUMED LIABILITIES OR THE BUSINESS, (B) ALL OF THE ASSETS
TO BE TRANSFERRED OR THE LIABILITIES TO BE ASSUMED OR TRANSFERRED IN ACCORDANCE
WITH THIS AGREEMENT OR ANY SUBSIDIARY BUSINESS TRANSFER AGREEMENT SHALL BE
TRANSFERRED OR ASSUMED ON AN "AS IS, WHERE IS" BASIS, AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ARE HEREBY
EXPRESSLY DISCLAIMED, AND (C) NONE OF THE PARTIES HERETO OR ANY OTHER PERSON
MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION,