finder or financial advisor for Sellers in connection
with the negotiations relating to the transactions contemplated hereby and
(b) no Person is entitled to any fee or commission or like payment in respect
thereof from Purchasers based in any way on any agreement, arrangement or
understanding made by or on behalf of Sellers, and, further, Sellers are solely
responsible for the
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fees and expenses of Miller Buckfire & Co., LLC, payable in connection with the
transactions contemplated hereby.
Section 4.21. Disclaimers of Sellers.
EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER OPERATIVE DOCUMENT,
(A) SELLERS EXCLUDE AND DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE FPG
BUSINESS OR THE PURCHASED ASSETS, (B) SELLERS MAKE NO REPRESENTATION OR WARRANTY
WITH RESPECT TO THE CONFIDENTIAL INFORMATION MEMORANDUM, FINANCIAL SUPPLEMENT,
PRESENTATIONS, REPORTS, OR ANY FINANCIAL FORECASTS OR PROJECTIONS OR OTHER
INFORMATION FURNISHED BY SELLERS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
OR REPRESENTATIVES, (C) SELLERS UNDERTAKE NO LIABILITY FOR ANY DAMAGE, LOSS,
EXPENSE OR CLAIM OR OTHER MATTER RELATING TO ANY CAUSE WHATSOEVER ARISING UNDER
OR PURSUANT HERETO (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHERWISE) AND IN NO EVENT SHALL SELLERS BE LIABLE FOR
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES
RESULTING FROM ANY SUCH CAUSE, (D) SELLERS SHALL NOT BE LIABLE FOR, AND
PURCHASERS ASSUME LIABILITY FOR, ALL PERSONAL INJURY AND PROPERTY DAMAGE
CONNECTED WITH PURCHASERS' INVESTIGATION AND EXAMINATION OF THE PURCHASED
ASSETS, AND THE ACQUIRED COMPANIES, THE HANDLING, TRANSPORTATION, POSSESSION,
PROCESSING, FURTHER MANUFACTURE OR OTHER USE OR RESALE OF ANY OF THE PURCHASED
ASSETS OR THE ASSETS OF THE ACQUIRED COMPANIES AFTER THE CLOSING DATE, WHETHER
SUCH PURCHASED ASSETS OR THE ASSETS OF THE ACQUIRED COMPANIES ARE USED OR RESOLD
ALONE OR IN COMBINATION WITH OTHER ASSETS OR MATERIALS, AND (E) PURCHASERS
ACKNOWLEDGE THAT THE PURCHASED ASSETS AND THE ACQUIRED COMPANIES ARE BEING SOLD
IN THEIR PRESENT STATE AND CONDITION, "AS IS, WHERE IS," WITH ALL FAULTS, AND
PURCHASER IS PURCHASING AND ACQUIRING SUCH PURCHASED ASSETS AND THE ACQUIRED
COMPANIES ON THAT BASIS PURSUANT TO PURCHASERS' OWN INVESTIGATION AND
EXAMINATION AFTER HAVING BEEN PROVIDED WITH AN ADEQUATE OPPORTUNITY AND ACCESS
TO SUCH PURCHASED ASSETS AND THE ACQUIRED COMPANIES TO COMPLETE SUCH
INVESTIGATION OR EXAMINATION.
Section 4.22. Information Systems.
All information technology hardware and software owned by a Non-JV Acquired
Company will remain owned by the Non-JV Acquired Company immediately following
the Closing, and all licenses to information technology hardware and software
licensed to a Non-JV Acquired Company will survive the Closing and remain in
full force and effect (in accordance with and subject to their terms)
immediately following the Closing. All information technology hardware and
software owned by an Asset Selling Entity and all licenses to information
technology hardware and software licensed to an Asset Selling Entity, to the
extent used
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primarily in connection with the Relevant ASE Business, are included within the
Purchased Assets, and all such licenses