THE SELLERS HEREBY
DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. NONE OF THE SELLERS NOR ANY SELLER RELATED PARTY OR ANY OTHER
PERSON HAS MADE OR IS MAKING AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS
TO, AND THE BUYER SHALL ACQUIRE THE BUSINESS AND THE ACQUIRED ASSETS WITHOUT ANY
REPRESENTATION OR WARRANTY AS TO, MERCHANTABILITY, QUALITY, QUANTITY OR
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE
ACQUIRED ASSETS, AND THE BUYER SHALL ACQUIRE THE BUSINESS AND THE ACQUIRED
ASSETS ON AN "AS IS" CONDITION AND ON A "WHERE IS" BASIS AND "WITH ALL
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FAULTS", EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS ARTICLE
III, AS QUALIFIED BY THE SCHEDULES, AND IN THE RELATED AGREEMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER THE SELLERS NOR ANY OTHER
PERSON SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO,
EXCEPT AS EXPRESSLY COVERED BY A SPECIFIC REPRESENTATION AND WARRANTY CONTAINED
IN THIS ARTICLE III OR IN ANY RELATED AGREEMENT (I) ANY PROJECTIONS, ESTIMATES
OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO THE BUYER OR ITS
COUNSEL, ACCOUNTANTS OR ADVISORS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES OR
FUTURE RESULTS OF OPERATIONS OF ANY SELLER OR THE GROUP AS A WHOLE OR (II) ANY
OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO THE
BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE SELLERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, NOTHING IN
THIS SECTION 3.22 SHALL RESTRICT THE BUYER'S ABILITY TO BRING ANY CLAIM FOR
FRAUD.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer hereby represents and warrants to the Sellers as of the date hereof
and as of the Closing Date (except where such representation and warranty speaks
only as of an earlier date, in which case as of such earlier date), as follows:
SECTION 4.01.
Organization. The Buyer is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization and has all
requisite corporate or similar power and authority to own, lease and operate all
of its properties and assets and to conduct its business as it is currently
being conducted. The Buyer is duly qualified and in good standing to do business
as a foreign entity in each jurisdiction in which the nature of its business or
the ownership, leasing and operation of its properties or assets makes such
qualification necessary, except where the failure to be so qualified or in good
standing has not had and would not reasonably be expected to (i) have a material
adverse effect on its ability to consummate the transactions contemplated hereby
or (ii) cause a material delay in its ability to consummate the transactions
contemplated hereby (clauses (i) and (ii) collectively, a "Buyer Material
Adverse Effect").
SECTION 4.02.
Authority/Binding Effect. The Buyer has all requisite corporate
or similar