BY ANY
TRANSACTION DOCUMENT) AND (II) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
BUYER HEREBY EXPRESSLY AGREES THAT FROM AND AFTER CLOSING, BUYER SHALL NOT SEEK
AND HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHTS, CLAIMS, CAUSES OF ACTION
TO OR FOR INDEMNIFICATION, CONTRIBUTION, COST RECOVERY REPAYMENT OR OTHER REMEDY
(WHETHER ARISING UNDER STATUTORY OR COMMON LAW) OR RECOURSE DIRECTLY OR
INDIRECTLY (THROUGH ANY DIRECTOR, MANAGER, OFFICER, EMPLOYEE, CONSULTANT, AGENT
OR REPRESENTATIVE OF ANY HOLDER, THE COMPANY OR OTHERWISE) FROM THE HOLDERS WITH
RESPECT TO ANY MATTER RELATING TO THE COMPANY OR ITS ASSETS AND PROPERTIES, THE
BUSINESS OR THE MEMBERSHIP INTERESTS OF THE COMPANY (INCLUDING, BUT NOT LIMITED
TO, ANY LIABILITIES PURSUANT TO ENVIRONMENTAL LAWS OR ANY MATTERS RELATING TO
THE MERCHANTABILITY, VALUE OR USE OF ANY SUCH PROPERTIES OR ASSETS) OR THE
SUBJECT MATTER OF THIS AGREEMENT (WHETHER ON THE BASIS OF A CLAIM SOUNDING IN
TORT, CONTRACT, STATUTE OR OTHERWISE)
OUTSIDE OF THE PROVISIONS OF THIS ARTICLE V. IN NO EVENT SHALL ANY PARTY BE
LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (UNLESS
PROBABLE AND REASONABLY FORESEEABLE AS OF THE DATE OF THIS AGREEMENT), OR
INDIRECT DAMAGES, LOST PROFITS, DIMINUTION IN VALUE, DAMAGE TO REPUTATION OR
LOSS TO GOODWILL, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, EXCEPT THAT THIS SECTION 5.5 SHALL NOT LIMIT A PARTY'S RIGHT TO
RECOVERY UNDER ARTICLE V OF THIS AGREEMENT FOR ANY SUCH DAMAGES TO THE EXTENT
SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN
CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO
INDEMNIFICATION UNDER ARTICLE V OF THIS AGREEMENT.
Section 6.Independent Investigation; Waiver of Other Representations.
(a)EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR THE LETTERS OF TRANSMITTAL,
EACH HOLDER AND THE COMPANY EXPRESSLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS
AFFILIATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR
IMPLIED, AS TO (i) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE
MEMORANDUM RELATING TO THE COMPANY, THE BUSINESS, THE MEMBERSHIP INTERESTS OF
THE COMPANY OR THE COMPANY ASSETS AND PROPERTIES, (ii) ANY ESTIMATES OF THE
VALUE OF THE COMPANY, THE BUSINESS, THE MEMBERSHIP INTERESTS OF THE COMPANY OR
THE COMPANY ASSETS AND PROPERTIES, OR FUTURE REVENUES GENERATED THEREBY, (iii)
THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY,
PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND OTHER INCIDENTS OF THE COMPANY,
THE BUSINESS, THE MEMBERSHIP INTERESTS OF THE COMPANY OR THE COMPANY ASSETS AND
PROPERTIES OR (iv) ANY OTHER DUE DILIGENCE INFORMATION. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE LETTERS OF TRANSMITTAL, EACH HOLDER
AND THE COMPANY (A) DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO
MODELS OR SAMPLES, AND (B) THE PARTIES AGREE THAT THE BUYER SHALL BE DEEMED TO
BE OBTAINING ALL OF THE HOLDERS' INTERESTS IN THE COMPANY AND THEIR
CORRESPONDING INDIRECT INTERESTS IN THE COMPANY ASSETS AND PROPERTIES, IN THEIR
PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS," "WHERE IS"