Common use of Disclaimer of Other Representations and Warranties Clause in Contracts

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NEITHER THE SELLERS NOR ANY OF THE PURCHASED ENTITIES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLERS OR THE PURCHASED ENTITIES, THEIR RESPECTIVE BUSINESSES OR FINANCIAL CONDITION OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, OR THE PAST, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE OF THE BUSINESS OR THE PURCHASED ENTITIES OR ANY OTHER MATTER, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASER, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR INFRINGEMENT, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE SELLERS SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES.

Disclaimer of Other Representations and Warranties. EACH OF PARENT AND MERGER SUB (INDIVIDUALLY AND ON BEHALF OF THEIR RESPECTIVE SUBSIDIARIES) ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVAGREEMENT OR THE ONCOR LETTER AGREEMENT, AS APPLICABLE, OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY OR ITS SUBSIDIARIES TO PARENT IN ACCORDANCE WITH THE TERMS HEREOF OR THE ONCOR LETTER AGREEMENT, AND SPECIFICALLY (BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) THAT NEITHER THE SELLERS COMPANY NOR ANY OF THE PURCHASED ENTITIES MAKE ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (X) ANY PROJECTIONS, ESTIMATES OR BUDGETS OF THE SELLERS COMPANY AND ITS SUBSIDIARIES DELIVERED OR THE PURCHASED ENTITIESMADE AVAILABLE TO PARENT (OR ANY OF ITS AFFILIATES, THEIR RESPECTIVE BUSINESSES OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR REPRESENTATIVES) OF FUTURE REVENUES, RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), CASH FLOWS OR FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY AND/OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES ITS SUBSIDIARIES OR OPERATIONS, OR (Y) THE PAST, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE BUSINESS AND OPERATIONS OF THE BUSINESS OR THE PURCHASED ENTITIES COMPANY AND/OR ANY OTHER MATTER, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASER, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR INFRINGEMENT, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE SELLERS SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIESITS SUBSIDIARIES.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIII AS QUALIFIED BY THE DISCLOSURE SCHEDULE, NEITHER NONE OF THE SELLERS SELLER COMPANIES OR ANY SHAREHOLDER, NOR ANY AFFILIATE OF THE PURCHASED ENTITIES MAKE SELLER COMPANIES OR ANY SHAREHOLDER, NOR ANY OTHER PERSON, INCLUDING ANY REPRESENTATIVE OF THE SELLER COMPANIES, OR ANY SHAREHOLDER, ON BEHALF OF THE SELLER COMPANIES OR ANY SHAREHOLDER MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (A) THE SELLERS SELLER COMPANIES OR THE PURCHASED ENTITIES, SHAREHOLDERS OR THEIR RESPECTIVE BUSINESSES OR FINANCIAL CONDITION OR ANY OF THEIR RESPECTIVE ASSETSAFFILIATES, LIABILITIES OR OPERATIONS, OR THE PAST, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE OF (B) THE BUSINESS OR THE PURCHASED ENTITIES OPERATIONS, ASSETS, PROSPECTS OR FINANCIAL CONDITION OF ANY OTHER MATTERSELLER COMPANY (C) THE INCOME POTENTIALLY TO BE DERIVED FROM THE BUSINESS OF ANY SELLER COMPANY OR THE VALUE OF THE BUSINESS OF ANY SELLER COMPANY, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASER(D) THE PPPI STOCK, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR INFRINGEMENT, IN CONNECTION WITH (E) THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE SELLERS SPECIFICALLY DISCLAIM HEREBY OR BY ANY SUCH ANCILLARY AGREEMENT OR (F) ANY OTHER REPRESENTATIONS OR WARRANTIESMATTER WHATSOEVER.

Disclaimer of Other Representations and Warranties. THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY EXPLICITLY SET FORTH IN THIS ARTICLE III AND ARTICLE IV, NEITHER THE SELLERS SELLER NOR ANY OF THE PURCHASED ENTITIES MAKE SELLER’S AFFILIATES (NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) MAKES OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVERWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH IN RESPECT TO OF THE SELLERS SHARES OR THE PURCHASED ENTITIES, THEIR RESPECTIVE BUSINESSES OR FINANCIAL CONDITION OR ANY OF THEIR RESPECTIVE TRANSFERRED ASSETS, THE TRANSFERRED SUBSIDIARIES, THE ASSUMED LIABILITIES OR OPERATIONS, OR THE PAST, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE OF THE BUSINESS OR THE PURCHASED ENTITIES OR ANY OTHER MATTER, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASERAS CONDUCTED BY EACH OF THEM (INCLUDING ITS FINANCIAL PERFORMANCE), INCLUDING WITH RESPECT TO ANY REPRESENTATIONS TO: (I) MERCHANTABILITY OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE (INCLUDING AS RELATES TO THE PRODUCTS); (II) THE USE OR USEOPERATION OF THE TRANSFERRED SUBSIDIARIES, TITLE THE TRANSFERRED ASSETS OR INFRINGEMENTTHE BUSINESS BY THE PURCHASER AFTER THE CLOSING; OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE TRANSFERRED SUBSIDIARIES, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBYTRANSFERRED ASSETS OR THE BUSINESS AFTER CLOSING, AND THE SELLERS SPECIFICALLY DISCLAIM ANY EACH AND EVERY SUCH OTHER REPRESENTATIONS REPRESENTATION OR WARRANTIESWARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVSECTION 5, NEITHER THE SELLERS NOR ANY OF THE PURCHASED ENTITIES MAKE ANY SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVERWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH IN RESPECT TO THE SELLERS OR THE PURCHASED ENTITIES, THEIR RESPECTIVE BUSINESSES OR FINANCIAL CONDITION OR OF ANY OF THEIR RESPECTIVE ITS ASSETS (INCLUDING, WITHOUT LIMITATION, THE ACQUIRED ASSETS), LIABILITIES OR OPERATIONS, OR THE PASTINCLUDING, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE OF THE BUSINESS OR THE PURCHASED ENTITIES OR ANY OTHER MATTERWITHOUT LIMITATION, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASER, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS MERCHANTABILITY OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE PURPOSE, ADEQUACY OR USE, TITLE OR INFRINGEMENT, IN CONNECTION WITH SUFFICIENCY OF THE TRANSACTIONS CONTEMPLATED HEREBYACQUIRED ASSETS TO UNDERTAKE THE BUSINESS, AND THE SELLERS SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIESWARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS SECTION 5, BUYER IS PURCHASING THE ACQUIRED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED ASSETS, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVV, NEITHER THE SELLERS NOR ANY OF THE PURCHASED ENTITIES MAKE ANY NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVERWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH IN RESPECT TO THE SELLERS OR THE PURCHASED ENTITIES, THEIR RESPECTIVE BUSINESSES OR FINANCIAL CONDITION OR OF ANY OF THEIR RESPECTIVE ASSETS (INCLUDING THE PURCHASED ASSETS), LIABILITIES OR OPERATIONS, OR THE PASTINCLUDING, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE OF THE BUSINESS OR THE PURCHASED ENTITIES OR ANY OTHER MATTER, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASER, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS MERCHANTABILITY OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR INFRINGEMENT, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBYPURPOSE, AND THE SELLERS SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIESWARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE V, THE BUYER IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE PURCHASED ASSETS, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV2, NEITHER THE SELLERS NOR ANY OF THE PURCHASED ENTITIES SELLING PARTIES MAKE ANY NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVERWARRANTY, EXPRESS EXPRESSED OR IMPLIED, AT LAW OR IN EQUITYEQUITY IN RESPECT OF THE SELLING PARTIES, WITH RESPECT TO THE SELLERS OR THE PURCHASED ENTITIES, THEIR RESPECTIVE BUSINESSES OR FINANCIAL CONDITION OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR THE PAST, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE OF THE BUSINESS OR THE PURCHASED ENTITIES OR ANY OTHER MATTER, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASER, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR INFRINGEMENT, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBYPURPOSE, AND THE SELLERS SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIESWARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER AND PARENT HEREBY ACKNOWLEDGE AND AGREE THAT (A) EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 2 (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), BUYER IS ACQUIRING THE ASSETS AND BUSINESS OF THE COMPANY ON AN "AS IS, WHERE IS" BASIS, AND (B) ANY CLAIMS BUYER OR PARENT MAY HAVE FOR BREACH OF REPRESENTATION OR WARRANTY MUST BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 2 (AS QUALIFIED BY THE DISCLOSURE SCHEDULE).

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVV, NEITHER THE SELLERS NOR ANY OF THE PURCHASED ENTITIES MAKE ANY SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVERWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH IN RESPECT TO THE SELLERS OR OF ANY OF ITS ASSETS (INCLUDING THE PURCHASED ENTITIES, THEIR RESPECTIVE BUSINESSES OR FINANCIAL CONDITION OR ANY OF THEIR RESPECTIVE ASSETS), LIABILITIES OR OPERATIONS, OR THE PASTINCLUDING, CURRENT OR FUTURE PROFITABILITY OR PERFORMANCE OF THE BUSINESS OR THE PURCHASED ENTITIES OR ANY OTHER MATTER, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO PURCHASER, INCLUDING WITH RESPECT TO ANY REPRESENTATIONS MERCHANTABILITY OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR INFRINGEMENT, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBYPURPOSE, AND THE SELLERS SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATIONS OR WARRANTIESWARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE V, BUYER IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE PURCHASED ASSETS, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.