Limitations on Liability. ALL RELEASES,
DISCLAIMERS, LIMITATIONS ON LIABILITY, AND INDEMNITIES IN SECTIONS 10.1, 10.2
AND IN SECTION 5.1 SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR
CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF SELLER, THE SELLER
INDEMNIFIED PARTIES, BUYER OR THE BUYER INDEMNIFIED PARTIES.
10.9 Disclaimer of Warranties. NOTWITHSTANDING ANYTHING CONTAINED TO THE
CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF
EACH PARTY HERETO THAT SELLER OR ITS AFFILIATES ARE NOT MAKING ANY
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
BEYOND THOSE REPRESENTATIONS OR WARRANTIES GIVEN IN THIS AGREEMENT, AND IT IS
UNDERSTOOD THAT OTHER THAN SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, BUYER
TAKES THE ACQUIRED ENTITY, AND ALL EQUITY INTERESTS IN THE ACQUIRED ENTITY AND
THE ACQUIRED ASSETS AND ASSETS OF THE ACQUIRED ENTITY "AS IS" AND "WHERE IS" AND
IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY
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OR UNDERSTANDING EXCEPT THOSE EXPRESSLY CONTAINED HEREIN. WITHOUT LIMITING THE
GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE AND EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH HEREIN, (I) SELLER HEREBY EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR
OTHERWISE, RELATING TO (A) THE CONDITION OR SUFFICIENCY OF THE ACQUIRED ASSETS
OR ASSETS OF THE ACQUIRED ENTITY (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS
OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS
IN OR ON, OR DISPOSED OR DISCHARGED FROM, THE ACQUIRED ASSETS OR ASSETS OF THE
ACQUIRED ENTITY), (B) ANY INFRINGEMENT BY SELLER, THE ACQUIRED ENTITY OR ANY OF
THEIR AFFILIATES OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY OR
(C) THE ACCURACY OR COMPLETENESS OF THE INFORMATION, RECORDS, AND DATA NOW,
HERETOFORE, OR HEREAFTER MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS
AGREEMENT (INCLUDING ANY DESCRIPTION OF THE BUSINESS, ACQUIRED ASSETS, ACQUIRED
ENTITY, ANY FINANCIAL OR PRICING ASSUMPTIONS, SALES FORECASTS, OR FINANCIAL OR
ENVIRONMENTAL INFORMATION, OR ANY OTHER MATERIAL FURNISHED TO BUYER BY SELLER OR
ANY AFFILIATE OF SELLER OR ANY DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, AGENT, OR
ADVISOR THEREOF), (II) BUYER HEREBY WAIVES ANY RIGHTS UNDER STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY BUYER FOR DAMAGES BECAUSE OF
REDHIBITORY VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN AND (III) SELLER AND
BUYER AGREE THAT THE ACQUIRED ASSETS AND ASSETS OF THE ACQUIRED ENTITY ARE TO BE
ACCEPTED BY BUYER IN THEIR PRESENT CONDITION AND STATE OF REPAIR.
10.10 Waiver of Certain Damages. In no event shall either party be liable
to the other for any indirect, consequential, special, exemplary, or punitive
damages (including any damages on account of lost profits or opportunities or
lost or delayed production) suffered or incurred by such other party hereunder,
except (i) to the extent that such other party is found liable for such damages
to a third party and (ii) for indemnification by Seller under Section 10.1(b)
hereof.
10.11 Tax Indemnity. Notwithstanding any of the above,