FORTH HEREIN.
Section 7.6 Independent Investigation.
(a) Buyer acknowledges and affirms that (a) it has had full access to the extent
it deems useful or necessary to all information and materials made available by
the Company and the Sellers and their representatives during the course of
Buyer's due diligence investigation of the Company, and (b) it has had access to
the personnel, officers, professional advisors, operations and records of the
Company. As of the Closing, Buyer will have completed its independent
investigation, verification, analysis, review and evaluation of this Agreement,
the Business and the Company, as Buyer has deemed necessary or appropriate.
EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE BY THE
SELLERS IN THIS AGREEMENT OR IN ANY CERTIFICATE OR AGREEMENT DELIVERED BY A
SELLER TO BUYER IN CONNECTION WITH THIS AGREEMENT AND EXCEPT FOR ANY FRAUD OR
INTENTIONAL MISREPRESENTATION, BUYER ACKNOWLEDGES AND AGREES THAT (a) THERE ARE
NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY THE
SELLERS, EXPRESS OR IMPLIED, AS TO (i) THE COMPANY'S ASSETS, OR (ii) THE
LIABILITIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL,
ENVIRONMENTAL OR OTHERWISE) OR PROSPECTS RELATING TO THE BUSINESS, AND THAT IN
MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE
OF THE PURCHASED SHARES, BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS OWN
INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (b) THE
SELLERS DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION,
WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO
BUYER INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED
TO BUYER BY THE SELLERS OR THE
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COMPANY OR ANY OF THEIR AFFILIATES (INCLUDING ANY BACKCAST DATA OR MODELS
PROVIDED BY THE COMPANY, WHICH HAVE BEEN PROVIDED FOR ILLUSTRATION PURPOSES
ONLY); (c) NEITHER THE SELLERS NOR ANY OF THEIR AFFILIATES HAVE MADE, AND THE
SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), OR
CONFORMITY TO MODELS OR SAMPLES AND ANY OTHER REPRESENTATION OR WARRANTY,
EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE COMPANY OR ITS ASSETS; AND
(d) THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OR
CONDITION (INCLUDING ENVIRONMENTAL USE OR CONDITION), THE PRESENCE OR ABSENCE OF
HAZARDOUS MATERIALS AT, ON OR UNDER ANY PORTION OF THE PROPERTIES OR OTHER
ASSETS OF THE COMPANY, COMPLIANCE WITH APPLICABLE LAWS OR REQUIREMENTS RELATING
TO LEASING, ZONING, SUBDIVISION, PLANNING, LAND USE, BUILDING, FIRE, SAFETY,
HEALTH OR ENVIRONMENTAL MATTERS, COMPLIANCE WITH COVENANTS, CONDITIONS AND
RESTRICTIONS (WHETHER OR NOT OF RECORD) OR ANY OTHER AUTHORIZATIONS.
Notwithstanding anything to the contrary in this Agreement, nothing in this
Agreement shall limit or restrict a party's right to maintain or recover amounts
in connection with fraud or intentional misrepresentation by another party.
(b) Buyer acknowledges and affirms that with respect to the representations and
warranties in ARTICLE V relating to the Company Partner Operations, neither the
Sellers nor the Company made any independent investigation of, or had any
communication