TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT (I) THE ONLY REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS MADE BY SELLER ARE THE REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS AND PURCHASER HAS NOT RELIED UPON ANY OTHER REPRESENTATIONS OR OTHER
INFORMATION MADE OR SUPPLIED BY OR ON BEHALF OF SELLER OR BY ANY AFFILIATE OR
REPRESENTATIVE OF SELLER, INCLUDING ANY INFORMATION PROVIDED BY OR THROUGH
MANAGEMENT PRESENTATIONS, WRITTEN OR VERBAL ANSWERS TO QUESTIONS, DATA ROOMS
(VIRTUAL OR OTHERWISE) OR OTHER DUE DILIGENCE INFORMATION (INCLUDING ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION) AND
THAT PURCHASER WILL NOT HAVE ANY RIGHT OR REMEDY ARISING OUT OF ANY SUCH
REPRESENTATION OR OTHER INFORMATION, (II) ANY CLAIMS PURCHASER MAY HAVE FOR
BREACH OF A REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE
REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE III HEREOF (AS
MODIFIED BY THE DISCLOSURE SCHEDULES) AND (III) EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, PURCHASER SHALL ACQUIRE THE PURCHASED ASSETS AND THE ASSUMED
LIABILITIES WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN
"AS-IS" CONDITION AND ON A "WHERE-IS" BASIS.
PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND
THAT PURCHASER WILL NOT HAVE ANY RIGHT OR REMEDY ARISING OUT OF ANY LOSSES
RELATING TO OR RESULTING FROM, PURCHASER'S BUSINESS OR ANY AGREEMENTS OR OTHER
RELATIONSHIPS BETWEEN SELLER AND ITS AFFILIATES AND PURCHASER AND ITS
AFFILIATES.
SectionIV.11. No Knowledge of Breach.
On the date hereof, neither Purchaser nor
Parent is aware of, and has no knowledge of, any facts, circumstances or events
that would cause any of the representations and warranties of Seller to be
untrue in any respect.
Article V ADDITIONAL AGREEMENTS
SectionV.1. Access to Information.
In addition to the provisions of
Section 5.02, from and after the Closing Date, in connection with any reasonable
business purpose, including the preparation of Tax Returns, claims relating to
Excluded Liabilities, financial statements, or the
determination of any matter relating to the rights or obligations of Seller or
any of its Affiliates under any of the Transaction Agreements, upon reasonable
prior notice, and except as determined in good faith to be necessary to
(i) ensure compliance with any applicable Law, (ii) preserve any applicable
privilege (including the attorney-client privilege), or (iii) comply with any
contractual confidentiality obligations, Purchaser shall, and shall cause its
Affiliates and its Representatives to, (A) afford the Representatives of Seller
and its Affiliates reasonable access, during normal business hours, to the
offices, properties, books and records of Purchaser and its Affiliates in
respect of the Business and the Purchased Assets (and related Liabilities),
(B) furnish to the Representatives of Seller and its Affiliates such additional
financial and other information regarding the Business and the Purchased Assets
(and related Liabilities) as Seller or its Representatives may from time to time
reasonably request