affect Buyer's performance under this
Agreement or the consummation of the transactions contemplated hereby. No
consent, approval or authorization of any Governmental Body or any other party
or Person is required to be obtained by Buyer in connection with its execution,
delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.
5.5
Financing.
Buyer has and shall have at the Closing sufficient cash,
available lines of credit or other sources of immediately available funds to
make payment of all amounts to be paid by it hereunder on and after the Closing
Date, including adequate assurance of future
17
performance under any Assumed Executory Contract pursuant to Section 365 of the
Bankruptcy Code.
5.6
'As Is'
Transaction.
BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF SELLERS OR ANY OF
THEIR AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE BUSINESS, THE PURCHASED
ASSETS, (INCLUDING THE VALUE, CONDITION OR USE OF THE PURCHASED ASSETS), THE
ASSUMED LIABILITIES OR OTHERWISE WITH RESPECT TO ANY INFORMATION PROVIDED TO
BUYER, WHETHER ON BEHALF OF SELLERS OR THEIR AFFILIATES, INCLUDING AS TO (A)
MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR USE OR PURPOSE, (B) THE OPERATION
OF THE BUSINESS AFTER THE CLOSING IN ANY MANNER OR (C) THE PROBABLE SUCCESS OR
PROFITABILITY OF THE OWNERSHIP, USE OR OPERATION OF THE PURCHASED ASSETS BU
BUYER AFTER CLOSING. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLERS HEREBY
DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER FURTHER
ACKNOWLEDGES THAT BUYER HAS CONDUCTED AN INDEPENDENT INSPECTION AND
INVESTIGATION OF THE PHYSICAL CONDITION OF THE PURCHASED ASSETS AND ALL SUCH
OTHER MATTERS RELATING TO OR AFFECTING THE PURCHASED ASSETS AS PURCHASER DEEMED
NECESSARY OR APPROPRIATE. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH HEREIN, BUYER WILL ACCEPT THE PURCHASED ASSETS AT THE
CLOSING "AS IS", "WHERE IS", AND WITH ALL FAULTS.
ARTICLE VI
COVENANTS OF SELLERS AND BUYER; OTHER AGREEMENTS
6.1
Consents and Approvals; Cooperation.
(a)
Sellers and Buyer shall cooperate and use commercially reasonable efforts
to obtain all necessary consents and approvals to consummate the purchase and
sale of the Purchased Assets and the assignment of the Assumed Liabilities.
(b)
Each of the parties shall file any notifications required to be filed with,
and use reasonable best efforts to obtain any other authorizations, consents and
approvals of, any Governmental Authority in connection with the matters
contemplated by this Agreement.
(c)
Each party hereto shall use commercially reasonable good faith efforts to
assist the other parties hereto and cooperate with their respective legal
counsel and accountants in connection with any steps required to be taken as
part of their respective obligations under this Agreement, and all parties
hereto shall use their commercially reasonable good faith efforts to consummate
the transactions contemplated herein and to fulfill their obligations hereunder.
Each of Buyer and Sellers agree