Companies and the Company Subsidiaries have not employed or incurred any
liability to any broker, finder or agent for any brokerage fees, finder's fees,
commissions or other amounts with respect to this Agreement, the Ancillary
Documents or the Contemplated Transactions.
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4.23
Agreements with Company Related Person.
Except as set forth in Section 4.23 of the Company Disclosure Schedule, no
Company or Company Subsidiary is indebted to, or a party to any agreement with,
any Affiliate (other than another Company or Company Subsidiary), director,
manager or officer of either Company or any Company Subsidiary (or in the case
of any such Person who is an individual, any member of his or her immediate
family) (each, a "Company Related Person"), other than the Company Employment
Contracts, or for salaries for services rendered, reimbursable business expenses
or benefits under the Plans.
4.24
Disclaimer.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR
THE REPRESENTATIONS OF THE SELLERS EXPRESSLY SET FORTH IN ARTICLE III AND
ARTICLE IV, NONE OF THE SELLERS OR THE COMPANIES, OR ANY OF THEIR RESPECTIVE
MANAGERS, OFFICERS, DIRECTORS, AFFILIATES, REPRESENTATIVES OR ADVISORS OR ANY
OTHER PERSON HAS MADE, OR SHALL BE DEEMED TO HAVE MADE, NOR IS BUYER OR ANY
AFFILIATE THEREOF RELYING UPON, ANY REPRESENTATION OR WARRANTY. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III OR
ARTICLE IV, NO REPRESENTATION OR WARRANTY HAS BEEN MADE OR IS BEING MADE,
EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, HEREIN TO BUYER, OR ANY OTHER PERSON
(I) IN RESPECT OF THE COMPANIES OR THE COMPANY SUBSIDIARIES OR ANY OF THEIR
ASSETS, LIABILITIES OR OPERATIONS, INCLUDING AS TO MERCHANTABILITY, SUITABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY, WITH RESPECT TO ANY TANGIBLE
ASSETS OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR PATENT (OR ANY OTHER REPRESENTATION OR
WARRANTY REFERRED TO IN SECTION 2-312 OF THE UNIFORM COMMERCIAL CODE OF ANY
APPLICABLE JURISDICTION), (II) WITH RESPECT TO ANY PROJECTIONS, FORECASTS,
BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OR
ANY OTHER PERSON, OR (III) WITH RESPECT TO ANY OTHER INFORMATION OR DOCUMENTS
MADE AVAILABLE AT ANY TIME TO BUYER OR ANY OTHER PERSON, AND ANY SUCH OTHER
REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY
ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN
ARTICLE III OR ARTICLE IV, BUYER IS ACQUIRING THE COMPANY EQUITY INTERESTS AND
THE COMPANIES ON AN "AS IS, WHERE IS" BASIS.
Article V
Representations and Warranties of Buyer
US Buyer and UK Buyer hereby represent and warrant to the Sellers as follows:
5.1
Organization and Power.
Each of US Buyer and UK Buyer is a corporation duly formed, validly existing and
in good standing under the Laws of Delaware and has full power and authority to
execute and deliver this Agreement and the Ancillary Documents to which it is a
party, to perform its obligations hereunder and