they are about
to engage. (b) In completing the transactions contemplated by this Agreement,
the Purchaser does not intend to hinder, delay or defraud any present or future
creditors of the Purchaser or the Target Companies.
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- 24 - 4.7 Brokers. No broker, finder or financial advisor or other Person is
entitled to any brokerage fees, commissions, finders' fees or financial advisory
fees in connection with the transactions contemplated hereby by reason of any
action taken by the Purchaser or any of their respective partners, directors,
managers, officers, employees, representatives or agents. 4.8 Investigation. THE
PURCHASER ACKNOWLEDGES AND AGREES THAT (I)(A) THE ONLY REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS MADE BY THE SELLER ARE THE REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT, (B) NONE OF THE
SELLER, THE TARGET COMPANIES, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS,
DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSONS
HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROJECTIONS, AND
(C) THE PURCHASER HAS NOT RELIED UPON ANY OTHER REPRESENTATIONS, WARRANTIES OR
OTHER INFORMATION MADE OR SUPPLIED BY OR ON BEHALF OF THE SELLER, THE TARGET
COMPANIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS,
DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSONS,
INCLUDING THE PROJECTIONS OR ANY INFORMATION PROVIDED BY OR THROUGH THEIR
FINANCIAL ADVISORS, INCLUDING THAT INFORMATION PROVIDED IN THE CONFIDENTIAL
INFORMATION MEMORANDUM, OR MANAGEMENT PRESENTATIONS, DATA ROOMS OR OTHER DUE
DILIGENCE INFORMATION AND THAT THE PURCHASER WILL NOT HAVE ANY CLAIM, RIGHT OR
REMEDY ARISING OUT OF ANY SUCH REPRESENTATION, WARRANTY OR OTHER INFORMATION,
(II) ANY CLAIMS THE PURCHASER MAY HAVE FOR BREACH OF REPRESENTATION OR WARRANTY
SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET
FORTH IN ARTICLES II AND III HEREOF (AS MODIFIED BY THE DISCLOSURE SCHEDULE, AS
SUPPLEMENTED OR AMENDED) (III) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
THE PURCHASER SHALL ACQUIRE THE SHARES, AND THE TARGET COMPANIES 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 AND (IV) NEITHER THE PURCHASER NOR ANY OF ITS
AFFILIATES SHALL HAVE ANY CLAIM FOR LOSSES TO THE EXTENT RESULTING FROM, OR
CAUSED BY, THE KNOWLEDGE OF PERSONS OTHER THAN THE PARTIES HERETO OF THE
TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE IDENTITY OF THE PURCHASER). FOR
THE AVOIDANCE OF DOUBT AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
PURCHASER AGREES THAT THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE THE
PROJECTIONS, THAT THE PURCHASER IS FAMILIAR WITH SUCH UNCERTAINTIES, THAT THE
PURCHASER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE
ADEQUACY AND ACCURACY OF ALL PROJECTIONS SO FURNISHED TO IT AND ANY USE OF OR
RELIANCE BY THE PURCHASER ON SUCH PROJECTIONS SHALL BE AT ITS SOLE RISK, AND THE
PURCHASER SHALL NOT HAVE ANY CLAIM AGAINST ANY PERSON WITH RESPECT THERETO.
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- 25 - ARTICLE V COVENANTS OF THE PARTIES 5.1 Conduct