Common use of Condition of the Purchased Assets Clause in Contracts

Condition of the Purchased Assets. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in ARTICLE V hereof (as modified by the Schedules hereto as supplemented or amended), and Purchaser 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 Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in ARTICLE V hereof (as modified by the Schedules hereto as supplemented or amended). Purchaser further represents that neither Sellers nor any of their Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellers, the Sellers’ business, the Purchased Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and none of the Sellers, any of their Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Sellers relating to the Purchased Assets or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Purchased Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

Condition of the Purchased Assets. Notwithstanding anything contained in this Agreement Purchaser and its representatives and agents have had and have exercised, prior to the contrarydate hereof, the right to make all inspections and investigations of the Products and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges is purchasing the Purchased Assets based solely on the results of its inspections and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in ARTICLE V hereof (as modified by the Schedules hereto as supplemented or amended), investigations and Purchaser acknowledges and agrees that, except for on the representations and warranties contained thereinof Pfizer expressly set forth in this Agreement and the Ancillary Agreements. In light of these inspections and investigations and the representations and warranties made to Purchaser by Pfizer in Article V, the Purchased Assets are being transferred Purchaser is relinquishing any right to any claim based on a “where is” andany representations and warranties, as to condition, “as is” basis. other than those specifically included in Article V. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers Pfizer set forth in ARTICLE V hereof Article V. All warranties of habitability, merchantability and fitness for any particular purpose, and all other warranties arising under the Uniform Commercial Code (as modified or similar foreign Laws), are hereby waived by the Schedules hereto as supplemented or amended)Purchaser. Purchaser further represents that neither Sellers nor any of their Affiliates Pfizer nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Sellersany of the Seller Corporations, the Sellers’ businessProducts, the Purchased Assets or the transactions contemplated by this Agreement Assumed Liabilities not expressly set forth in this Agreement, and none of the Sellers, any of their Affiliates or neither Pfizer nor any other Person will have or be subject to any liability Liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or agents, or Purchaser’s 's use of, any such information, including any confidential memoranda distributed on behalf of Sellers by Pfizer relating to the Purchased Assets Products or other publications or data room information publication provided to Purchaser or its representativesrepresentatives or agents, or any other document or information in any form provided to Purchaser or its representatives or agents in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Purchased Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationProducts.

Condition of the Purchased Assets. Notwithstanding anything contained in this Agreement Each Purchasing Party and its representatives and agents have had and have exercised the right to make all inspections and investigations of the contrary, Purchased Assets deemed necessary or desirable by such Purchasing Party. Purchaser acknowledges is purchasing the Purchased Assets based solely on the results of its inspections and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in ARTICLE V hereof (as modified by the Schedules hereto as supplemented or amended), investigations and Purchaser acknowledges and agrees that, except for on the representations and warranties contained thereinof Sellers expressly set forth in this Agreement and the other Transaction Agreements. In light of these inspections and investigations and the representations and warranties made to Purchaser by Sellers in this Agreement, the Purchased Assets each Purchasing Party is relinquishing any right to any claim based on any representations and warranties which are being transferred on a “where is” and, as to condition, “as is” basis. not made by Sellers in Article V. Any claims Purchaser any Purchasing Party may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in ARTICLE V hereof Article V. Except with respect to claims based on any representations and warranties in Article V, all warranties of habitability, merchantability and fitness for any particular purpose, and all other warranties arising under the Uniform Commercial Code (as modified or similar foreign Laws), are hereby waived by the Schedules hereto as supplemented or amended)Purchasing Parties. Purchaser Each Purchasing Party further represents that neither Sellers nor any of their Affiliates nor any other Person has made it is not relying on any representation or warranty, express or implied, made by Pfizer or any other Person as to the accuracy or completeness of any information regarding Sellers, the Sellers’ business, the Purchased Assets or the transactions contemplated by this Agreement Assumed Liabilities not expressly set forth in this Agreement, and none of the Sellers, any of their Affiliates or neither Pfizer nor any other Person will have or be subject to any liability Liability to Purchaser any Purchasing Party or any other Person resulting from the distribution to Purchaser any Purchasing Party or its representatives or Purchaseragents (except to the extent such actions involved fraud or willful misconduct), or a Purchasing Party’s use of, any such information, including information or any confidential memoranda distributed on behalf of Sellers relating to the Purchased Assets other documents or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser such Purchasing Party or its representatives or agents in connection with the sale of the Purchased Assets and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Purchased Assets and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigationAssets.