Form Apa - Asset Purchase Agreement Page 41
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arm's-length, with the advice and participation of counsel, and will be interpreted in
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accordance with its terms without favor to any party. The parties' respective counsel may
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not be disqualified from representing their clients in indemnification or other disputes
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arising out of this transaction by virtue of such counsel's prior representation of the other
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party in an unrelated matter.
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11.15 No Reliance on Other Information
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Except for the representations and warranties contained in this Agreement, neither
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Seller nor any Representative or Affiliate or other person acting for any of them makes
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any other representation or warranty, express or implied, with respect to the Purchased
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Assets, the Business, or its financial condition or prospects or the execution, delivery or
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performance by Seller of this Agreement or with respect to the transactions contemplated
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hereby, and Seller hereby disclaims any such representation or warranty, whether oral or
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written, whether by Seller or any of its respective Representatives or Affiliates or any
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other person. Buyer acknowledges that none of Seller or any other person has made any
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representation or warranty, express or implied, as to the accuracy or completeness of any
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information regarding Seller not included in this Agreement or the Seller's Disclosure
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Schedule attached hereto, and neither Seller nor any other person will have or be subject
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to any liability to Buyer or any other person resulting from the distribution to Buyer, or
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Buyer's use of, any such information (including, without limitation, any brochures,
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offering memoranda or other publications distributed in connection with the sale of
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Purchased Assets or in any presentation by the management of Seller and any estimates
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of anticipated performance of the Business.)
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11.16 Bulk Transfer Laws
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Buyer acknowledges that Seller will not comply with the provisions of any bulk
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transfer laws of any jurisdiction in connection with the transactions contemplated by this
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Agreement.
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11.17 Facsimile Signatures
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Any signature page delivered by a fax machine or telecopy machine shall be
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binding to the same extent as an original signature page, with regard to any agreement
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subject to the terms hereof or any amendment thereto. Any party who delivers such a
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signature page agrees to later deliver an original counterpart to any party which requests
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it.
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[signature page follows]
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