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The Company has not entered into any transaction, contract or other arrangement with any Seller or any Affiliate of a Seller other than in the Ordinary Course of Business upon arms length basis. True and complete copies of any agreements and information of any transactions or arrangements between the Company and any Seller or any Affiliate of a Seller have been included in the Disclosure Materials.
The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by or on behalf of the Company, any liability for brokerage or finders fees or agents commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.
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Key Performance Indicators
The data and reports concerning and / or including any information on the Companys key performance indicators and shared by the Company with Buyer prior to the date of this Agreement was compiled as a good faith representation by the Companys management of the operating status of the Company for the months shown, was derived in good faith from data and information contained in the Companys equipment or third-party servers to which the Company has access to, and is accurate (i) in all material respects, to the extent the underlying data is collected and generated solely by the Company, and (ii) to Sellers Knowledge, in all material respects, to the extent the underlying data is collected or generated by a party or person other than the Company.
The Disclosure Materials have been compiled in good faith in order to give a true and fair (however, with respect to any unaudited financial information, a materially fair and true) view of the Company and the Business. To Sellers Knowledge, the Disclosure Materials (a) are true and correct and not misleading in all material respects as to factual matters and as at the time they were prepared, and (b) do not omit to disclose any matter, circumstance or liability which materially and adversely affects the Company or the Business or would be deemed material to a reasonable buyer of the Shares and Options.
It is specifically stated and agreed that Sellers have not made, and Buyer has not relied on, any other expressed or implied warranties regarding Seller, the Shares or Options, or the Business, than those contained in this Section 6 (which exclude, for the sake of clarity, all other expressed or implied warranties, whether statutory or otherwise). Without limiting the generality of the foregoing, Sellers have not made any warranty to Buyer with respect to, and assume no liability towards Buyer based on, any financial or other projection, forecast, or estimate of any future development or event (including any general market information or market development, matter of opinion, evaluation, assessment of business potential, customer risk assessment, customer pipeline estimate, anticipated future performance, prospects, expected regulatory developments, or similar matter) relating to the Company, whether or not such projection, forecast, or estimate has been included in the Disclosure Materials.
Any projection, forecast or estimate that may have been delivered or communicated by or on behalf of Sellers, their Affiliates or advisors to Buyer, its Affiliates or their advisors (as part of the Disclosure Materials or otherwise), has been prepared in good faith on the basis of the information available as of the date such projection, forecast or estimate was made. Taking into account the abovementioned, Buyer acknowledges that (a) there are uncertainties inherent in attempting to
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