Common use of Investigation by Buyer Clause in Contracts

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purpose. In entering into this Agreement, Buyer has relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (a) acknowledges that none of Sellers, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies Company and acknowledges that Sellers have Seller has provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies Company for this purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer (a) acknowledges that none of Sellersneither Seller, the Companies or Company nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither SellersSeller, the Companies Company nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement herein with respect to the representations and warranties of Sellers Seller in Article III and subject to the limitations and restrictions contained in this Agreementherein. Buyer's sole rights and remedies relative to transactions contemplated herein are limited to those set forth herein.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition Acquired Assets and prospects of the Companies Assumed Liabilities and the Business and acknowledges that Sellers have Seller has provided Buyer and its Affiliates and representatives with the access requested by Buyer to the personnel, properties, premises and records of the Companies Business for this purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer (ai) acknowledges that none neither Sellers nor any Affiliates of Sellers, the Companies Sellers or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents Responsible Officers or representatives any of the Seller Representatives or other Person on behalf of Sellers or any Affiliates of Sellers makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directorsAffiliates or Responsible Officers, officers, employees, Affiliates, controlling Persons, agents or representativesexcept for the representations and warranties contained in Article V hereof (which are subject to the limitations and restrictions contained in this Agreement, and as modified by the Disclosure Schedules); and (bii) agrees, to the fullest extent permitted by lawLaw, that neither none of Sellers, the Companies nor Sellers’ Affiliates or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents Responsible Officers or representatives any of the Seller Representatives or other Person on behalf of Sellers or any Affiliates of Sellers shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Responsible Officers on any basis (including, without limitation, including in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Responsible Officers (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the businessAcquired Assets and the Assumed Liabilities and the Business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies Business as carried on by Sellers and acknowledges that Sellers have provided Buyer with the reasonable access requested by Buyer to the personnel, properties, premises and records of the Companies Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer (ai) acknowledges that none of Sellers, the Companies or neither Sellers nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Affiliates or Related Persons, agents or representatives, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (bii) agrees, to the fullest extent permitted by lawLaw, that neither none of the Sellers, the Companies nor their Affiliates or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives Related Persons shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons (or any omissions therefrom), except in the case of clauses (a) except, for fraud or intentional misconduct and (b) as and only with regard to the extent expressly set forth in this Agreement with respect to Sellers, for the representations and warranties of Sellers contained in Article III Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the businessBusiness, the Acquired Assets and the Assumed Liabilities, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies Business as formerly carried on by Seller and acknowledges that Sellers have Seller has provided Buyer with the reasonable access requested by Buyer to the personnel, properties, premises and records of the Companies Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer (ai) acknowledges that none of Sellers, the Companies or neither Seller nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents its Affiliates or representatives Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Affiliates or Related Persons, agents or representatives, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (bii) agrees, to the fullest extent permitted by lawLaw, that neither Sellersnone of Seller, the Companies nor its Affiliates or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives Related Persons shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons (or any omissions therefrom), except including, without limitation, in respect of the case specific representations and warranties of clauses (a) and (b) as and only to the extent expressly Seller set forth in this Agreement Agreement, except, with respect regard to Seller, for the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.Section

Investigation by Buyer. (a) The Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purposeSellers. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations analysis, in consultation with expert and warranties of Sellers contained in this Agreement and the Ancillary Agreementsprofessional advisors, and Buyer (a) acknowledges that none of Sellers, neither the Companies or Parent and the Sellers nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives representatives, makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directorsBuyer, officersincluding without limitation any projections of the financial performance and prospects of the Sellers following Closing, employees, Affiliates, controlling Persons, agents or representatives, except as set forth in this Agreement and the Transaction Documents. (b) agreesBuyer agrees that, to except as set forth in this Agreement and the fullest extent permitted by lawTransaction Documents, that neither Sellers, Parent and the Companies Sellers nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall will have or be subject to any liability or responsibility whatsoever indemnification obligation to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis Buyer. (including, without limitation, in contract or tort, under federal or state securities laws or otherwisec) based upon any information provided or made available, or statements made, The Buyer’s sole rights and remedies relative to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom)transactions contemplated herein are limited to those set forth herein, except in the case of clauses any willful misconduct, criminal activity or fraud by Parent, Sellers or their Affiliates or representatives. (ad) No later than three Business Days after Closing, Buyer shall provide to Sellers copies of all final Phase I reports and (b) as other environmental reviews and only to analyses it has received from third party consultants in connection with its assessment of the extent expressly set forth in this Agreement with respect to the representations Acquired Real and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this AgreementLeased Property.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purpose. In entering into this Agreement, Buyer has relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (a) acknowledges that none of Sellers, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III of this Agreement and subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilitiescondition, results of operations, financial condition operations and prospects of the Companies Company and acknowledges that Sellers have Buyer has been provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies Company for this purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsrepresentations, warranties and covenants contained herein and in the agreements to be entered into connection herewith, and Buyer Buyer: (ai) acknowledges that none it has had the opportunity to visit with the Seller and the Company and meet with the officers and other representatives to discuss the business and the assets, liabilities, financial condition, cash flow and operations of Sellers, the Companies Company; (ii) acknowledges that neither the Seller nor the Company or any of their respective the directors, officers, employees, Affiliates, controlling Personsaffiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, their agents or representatives, and representatives prior to the execution of this Agreement; and (biii) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies Seller nor the Company or any of their respective the directors, officers, employees, Affiliates, controlling Personsaffiliates, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only prior to the extent expressly set forth in this Agreement with respect to the representations and warranties execution of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Acquired Assets and the Assumed Liabilities and the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies LTV Tubular Business and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies LTV Tubular Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Cases. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer acknowledges that (a) acknowledges that none of Sellers, the Companies or neither Sellers nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents Related Persons or representatives Affiliates makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its directors, officers, employees, Related Persons or Affiliates, controlling Persons, agents or representativesexcept as and only to the extent expressly set forth in Article 5 (which are subject to the limitations and restrictions contained in this Agreement), and (b) agrees, to the fullest extent permitted by lawLaw, that neither Sellers, the Companies nor none of Sellers or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents Related Persons or representatives Affiliates shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Related Persons or representatives Affiliates on any basis (including, without limitation, in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Related Persons or representatives Affiliates (or any omissions therefrom), except including, without limitation, in respect of the case specific representations and warranties of clauses (a) and (b) Sellers set forth in this Agreement, except, with regard to Sellers, as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and 5 (which are subject to the limitations and restrictions contained in this Agreement).

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies Seller and acknowledges that Sellers have Seller has provided Buyer with the access requested by Buyer to the its personnel, properties, premises and records of the Companies for this purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer (a) acknowledges that none of Sellers, the Companies or neither Seller nor any of their its respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies Seller nor any of their its respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement herein with respect to the representations and warranties of Sellers Seller in Article III and subject to the limitations and restrictions contained in this Agreementherein. Buyer's sole rights and remedies relative to transactions contemplated herein are limited to those set forth herein.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Companies Company and the Division Entities, which investigation, review and analysis was done by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Sellers have Seller has provided Buyer with the access requested by Buyer to the personnel, properties, premises premises, Contracts and records of the Companies Company and the Division Entities for this purpose. In entering into Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, Buyer it has not relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementson, and Buyer (a) acknowledges that none of Sellersshall not be entitled to rely, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (bii) agrees, to the fullest extent permitted by law, agrees that neither Sellersnone of Seller, the Companies Company, the Division Entities nor any of their respective directorsagents, officersrepresentatives, employees, Affiliates, controlling Persons, agents employees or representatives Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, including in contract or tort, under federal or state securities laws Laws, or otherwiseotherwise but excluding fraud) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only prior to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreementdate hereof.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the businessAcquired Assets and the Assumed Liabilities. Buyer has conducted its own independent review of all Orders of, operationsand all motions, technologypleadings, assetsand other submissions to, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer Bankruptcy Court in connection with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purposeBankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer (ai) acknowledges that none of Sellers, the Companies or neither Seller nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents its Affiliates or representatives Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Affiliates or Related Persons, agents or representatives, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (bii) agrees, to the fullest extent permitted by law, that neither Sellersnone of Seller, the Companies nor its Affiliates or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives Related Persons shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons (or any omissions therefrom), except including, without limitation, in respect of the case specific representations and warranties of clauses (a) and (b) as and only to the extent expressly Seller set forth in this Agreement Agreement, except, with respect regard to Seller, for the representations and warranties of Sellers contained in Article III Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the businessBusiness, the Acquired Assets and the Assumed Liabilities, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies Business as formerly carried on by Seller and acknowledges that Sellers have Seller has provided Buyer with the reasonable access requested by Buyer to the personnel, properties, premises and records of the Companies Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementsanalysis, and Buyer (ai) acknowledges that none of Sellers, the Companies or neither Seller nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents its Affiliates or representatives Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Affiliates or Related Persons, agents or representatives, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (bii) agrees, to the fullest extent permitted by lawLaw, that neither Sellersnone of Seller, the Companies nor its Affiliates or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives Related Persons shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents Affiliates or representatives Related Persons (or any omissions therefrom), except including, without limitation, in respect of the case specific representations and warranties of clauses (a) and (b) as and only to the extent expressly Seller set forth in this Agreement Agreement, except, with respect regard to Seller, for the representations and warranties of Sellers contained in Article III Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Companies Company and the Division Entities, which investigation, review and analysis was done by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Sellers have Seller has provided Buyer with the access requested by Buyer to the personnel, properties, premises premises, Contracts and records of the Companies Company and the Division Entities for this purpose. In entering into Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, Buyer it has not relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreementson, and Buyer (a) acknowledges that none of Sellersshall not be entitled to rely, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (bii) agrees, to the fullest extent permitted by law, agrees that neither Sellersnone of Seller, the Companies Company, the Division Entities nor any of their respective directorsagents, officersrepresentatives, employees, Affiliates, controlling Persons, agents employees or representatives Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, including in contract or tort, under federal or state securities laws Laws, or otherwiseotherwise but excluding [Washington DC #361873 v9] 29 fraud) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only prior to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreementdate hereof.