the transactions
contemplated by this Agreement for which Seller or its Affiliates could become
liable.
4.7 Investigation. BUYER ACKNOWLEDGES AND AGREES THAT IT (I) HAS MADE ITS OWN
INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT
JUDGMENT CONCERNING SELLER, THE PURCHASED ASSETS, THE BUSINESS, THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN THIS AGREEMENT, THE ASSUMED LIABILITIES AND ANY OTHER ASSETS, RIGHTS OR
OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AND (II) HAS BEEN
FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT SELLER, THE
PURCHASED ASSETS, THE BUSINESS, THE ASSUMED LIABILITIES AND ANY OTHER RIGHTS OR
OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED.
EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER
IN ARTICLE III OF THIS AGREEMENT, (I) BUYER ACKNOWLEDGES AND AGREES THAT
(A) SELLER IS NOT MAKING AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY,
EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS,
THE BUSINESS, SELLER, SELLER'S AFFILIATES, OR ANY OF SELLER'S OR ITS AFFILIATES'
RESPECTIVE BUSINESSES, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR CONDITION
(FINANCIAL OR OTHERWISE), INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OF ANY ASSETS, THE NATURE OR EXTENT OF ANY
LIABILITIES, THE PROSPECTS OF THE BUSINESS, THE EFFECTIVENESS OR THE SUCCESS OF
ANY OPERATIONS, OR THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION,
MEMORANDA, DOCUMENTS, PROJECTIONS, MATERIAL OR OTHER INFORMATION (FINANCIAL OR
OTHERWISE) REGARDING THE BUSINESS, SELLER OR SELLER'S AFFILIATES FURNISHED TO
BUYER OR ITS REPRESENTATIVES OR MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES
IN ANY "DATA ROOMS," "VIRTUAL DATA ROOMS," MANAGEMENT PRESENTATIONS OR IN ANY
OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR IN RESPECT OF ANY OTHER MATTER WHATSOEVER, AND (B) NO
OFFICER, AGENT, REPRESENTATIVE OR EMPLOYEE OF THE BUSINESS, SELLER OR ANY OF
SELLER'S AFFILIATES HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY
REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS
AGREEMENT AND SUBJECT TO THE LIMITED REMEDIES HEREIN PROVIDED; (II) BUYER
SPECIFICALLY DISCLAIMS THAT IT IS RELYING UPON OR HAS RELIED UPON ANY SUCH OTHER
REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, AND
ACKNOWLEDGES AND AGREES THAT SELLER HAS SPECIFICALLY DISCLAIMED AND DOES HEREBY
SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR WARRANTY MADE BY ANY
PERSON; AND (III) BUYER IS ACQUIRING THE PURCHASED ASSETS IN "AS IS" CONDITION
AND ON A "WHERE IS" BASIS, SUBJECT ONLY TO THE SPECIFIC REPRESENTATIONS AND
WARRANTIES SET FORTH IN ARTICLE III OF THIS AGREEMENT (AS QUALIFIED BY THE
SELLER DISCLOSURE SCHEDULE, AS SUPPLEMENTED OR AMENDED), AS FURTHER LIMITED BY
THE SPECIFICALLY BARGAINED FOR EXCLUSIVE REMEDIES SET FORTH IN ARTICLE X.
ARTICLE V
COVENANTS
5.1 Management of the Business until the Closing.
(a) Except as contemplated by this Agreement or any Ancillary Agreement, for
matters identified on Section 5.1 of the Seller Disclosure Schedule, for matters
consented to by Buyer in advance (which consent will not