bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Company or the Seller Units made or furnished by Seller, or any principal, shareholder, agent or third party related to, representing or purporting to represent Seller, whether made or given, directly or indirectly, orally or in writing.
(f) Buyer Independent Evaluation. Buyer represents that it is (i) the majority owner of the Company as of the time of the sale of the Seller Units and (ii) a knowledgeable, experienced and sophisticated investor and accordingly, is relying solely on its own expertise in purchasing the Seller Units and shall make an independent verification of the accuracy of any documents and information regarding the Company. Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Company and the Seller Units as Buyer deemed necessary and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement.
8. Mutual Waiver of Claims.
(a) Seller’s Waiver of Claims. Seller and Richard Vecchiolla as the indirect beneficial owner of the Seller Units (the “Beneficial Owner”) on Seller’s own behalf, Beneficial Owner’s own behalf, and each of their successors, heirs and assigns (collectively, the Seller Parties”), hereby release, acquit and forever discharge Buyer from any and all claims, demands, causes of action and liabilities of whatever nature, whether known or unknown, foreseen or unforeseen, that the Seller Parties (as defined below) may now have or may in the future claim to have against Buyer and/or the Company arising out of the sale of any of the Seller Units to Buyer, except to the extent such claims, demands, causes of action or liabilities arise out of a failure by Buyer to pay the Purchase Price.
(b) Buyer Waiver of Claims. Buyer on its own behalf and on behalf of any affiliates, principals, shareholders, directors, successors, heirs and assigns of any kind whatsoever (collectively the “Buyer Parties”), hereby release, acquit and forever discharge the Seller Parties from any and all claims, demands, causes of action and liabilities of whatever nature, whether known or unknown, foreseen or unforeseen, that the Buyer Parties may now have or may in the future claim to have against any Seller Party arising out of the sale of any of the Seller Units to Buyer, except to the extent such claims, demands, causes of action or liabilities arise out of a material breach by Seller of Seller’s representations and warranties detailed herein.
9. Confidentiality. Seller agrees to hold in strict confidence and not to disclose to any third party (other than shareholders of the Seller) any information of a confidential nature not generally available to the public which has become known to Seller as a member of the Company relating to the business, operations, finances and plans or customers of the Company
10. Severability. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable by any court of competent jurisdiction, then the remaining terms and provisions of this Agreement shall continue in full force and effect and shall be enforceable to the fullest extent permitted by law.
11. Amendment. This Agreement may not be amended, modified or revoked in whole or in part, except by the written consent of all parties.
12. Survival of Representations. The parties agree that all representations and covenants made by either party shall survive the Closing hereof for the benefit of the party to which such representation or covenant was made.
13. Entire Agreement. Each party expressly certifies that such party has entered into this Agreement upon mature consideration and after ample opportunity to seek the advice of separate legal and tax counsel and that this Agreement contains the entire understanding of the parties hereto, and no promises or