forth in this Agreement (including the Schedules, as the
same may be amended or supplemented) and any Seller Closing Certificates
delivered to Buyer at Closing. SUCH REPRESENTATIONS AND WARRANTIES BY THE
SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE
SELLERS TO THE BUYER AND BUYER PARENT IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY, AND THE BUYER AND BUYER PARENT UNDERSTAND, ACKNOWLEDGE AND
AGREE THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE
EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY RELATING TO THE FUTURE
OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES
OF THE COMPANY OR ANY SELLER ENTITY OR THE QUALITY, QUANTITY OR CONDITION OF THE
BUSINESS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. EXCEPT AS SET FORTH IN ANY
REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY AND SPECIFICALLY SET
FORTH IN THIS AGREEMENT (INCLUDING THE SCHEDULES, AS THE SAME MAY BE AMENDED OR
SUPPLEMENTED) AND ANY SELLER CLOSING CERTIFICATES DELIVERED TO BUYER AT CLOSING,
THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER AND BUYER PARENT HEREBY WAIVE,
ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR
CONDITION OF THE ANY ASSETS, THE BUSINESS OR ANY PART THERETO. NOTWITHSTANDING
THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, NOTHING HEREIN IS
INTENDED TO LIMIT THE RIGHTS OF THE BUYER OR BUYER PARENT WITH RESPECT TO
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42185384v.30
INTENTIONAL OR WILLFUL MISREPRESENTATION OF FACTS THAT CONSTITUTES COMMON LAW
FRAUD UNDER APPLICABLE LAWS WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES
IN THIS AGREEMENT AS MADE BY SELLERS AND AS QUALIFIED BY THE SCHEDULES. AND/OR
ANY SELLER CLOSING CERTIFICATES DELIVERED TO BUYER AT CLOSING.
(b)
In connection with the Buyer's and Buyer Parent's investigation of the
Company and the Business, the Buyer and Buyer Parent have received from or on
behalf of the Sellers certain projections and other forward-looking information
of the Seller Entities and the Business. The Buyer and Buyer Parent acknowledge
that there are uncertainties inherent in attempting to make such estimates,
projections and other forecasts and plans, that the Buyer and Buyer Parent are
familiar with such uncertainties, that the Buyer and Buyer Parent are taking
full responsibility for making their own evaluation of the adequacy and accuracy
of all estimates, projections and other forecasts and plans so furnished to them
(including the reasonableness of the assumptions underlying such estimates,
projections and forecasts), and that the Buyer and Buyer Parent shall have no
claim against the Sellers with respect thereto. Accordingly, the Sellers make no
representations or warranties whatsoever with respect to such estimates,
projections and other forecasts and plans (including the reasonableness of the
assumptions underlying such estimates, projections and forecasts). The Buyer and
Buyer Parent agree that none of Parent, the Company, any Seller Entity, or any
other Person will have or be subject to any liability to the Buyer, Buyer Parent
or any other Person resulting from the distribution to the Buyer and Buyer