Common use of Condition of Business Clause in Contracts

Condition of Business. Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that neither the MDL Group Companies nor Sellers are making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article II (as modified by the Schedules hereto). Without limiting the rights Buyer has under the affirmative indemnities contained in Sections 7.2(a)(iii) and (iv), any claims Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article II (as modified by the Schedules hereto). Buyer further represents that none of Sellers nor any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the MDL Group Companies or the Business not expressly set forth in this Agreement, and that none of the MDL Group Companies, Sellers, or any of their respective Affiliates, officers, directors, employees, agents or representatives will have or be subject to any liability to Buyer or any other Person beyond that set forth in this Agreement resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the MDL Group Companies relating to the MDL Group Companies and the Business or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the MDL Group Companies and the Additional Assets and the transactions contemplated hereby. Buyer acknowledges that from and after the date hereof, neither Buyer nor any of the MDL Group Companies shall have any ownership, use or other rights in any of the Elsevier Retained Assets, all of which rights are hereby irrevocably waived, other than as may be permitted or required under any of the Services Agreements or Transition Services Agreement, and Sellers acknowledge that from and after the Closing Date, none of the Sellers shall have any ownership, use or other rights in any of the assets of any of the MDL Companies or any of the Additional Assets, all of which rights are hereby irrevocably waived, other than as may be permitted or required under any of the Services Agreements or Transition Services Agreement.

Condition of Business. Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that neither the MDL Group Companies nor Sellers are Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers Seller in Article II V hereof (as modified by the Schedules hereto). Without limiting the rights Buyer has under the affirmative indemnities contained in Sections 7.2(a)(iii) and (ivhereto as supplemented or amended), any and Buyer acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets are being transferred on a “where is “ and, as to condition, “as is “ basis. Any claims Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article II V hereof (as modified by the Schedules heretohereto as supplemented or amended). Buyer further represents that none of Sellers neither Seller nor any of their respective Affiliates its affiliates nor any other Person person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the MDL Group Companies Purchased Assets, Seller or Seller’s business or the Business transactions contemplated hereby not expressly set forth in this Agreement, and that none of the MDL Group Companies, Sellers, Seller or any of their respective Affiliates, officers, directors, employees, agents its affiliates or representatives will have or be subject to any liability to Buyer or any other Person beyond that set forth in this Agreement person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the MDL Group Companies Seller relating to the MDL Group Companies and the Business Seller’s business or other publications or data room information provided to Buyer or its any of its affiliates or representatives, or any other document or information in any form provided to Buyer or any of its affiliates or representatives in connection with the sale of the MDL Group Companies and the Additional Assets Business and the transactions contemplated hereby. , other than the Seller’s representation and warranties set forth in Article V. Buyer acknowledges that from and after it has conducted to its satisfaction, its own independent investigation of Seller’s business and, in making the date hereofdetermination to proceed with the transactions contemplated hereby, neither Buyer nor has relied on the results of its own independent investigation, it being understood that the Buyer is not making any statement regarding the adequacy or accuracy of the MDL Group Companies shall have any ownership, use information delivered to it by or other rights in any on behalf of the Elsevier Retained Assets, all of which rights are hereby irrevocably waived, other than as may be permitted or required under any of the Services Agreements or Transition Services Agreement, and Sellers acknowledge that from and after the Closing Date, none of the Sellers shall have any ownership, use or other rights in any of the assets of any of the MDL Companies or any of the Additional Assets, all of which rights are hereby irrevocably waived, other than as may be permitted or required under any of the Services Agreements or Transition Services AgreementSeller.