No Implied Representations. All of the Company's representations and warranties are contained in this Agreement, and no other representations or warranties by the Company shall be implied.
No Implied Representations. Buyer acknowledges that except as expressly set forth in this Agreement and in the documents and instruments delivered by Seller at the Closing, none of Starwood, ITT, Sheraton, SGC, SDIC, or any of their respective parents, subsidiaries, affiliates, agents or representatives or purported agents or representatives has made, and none of the foregoing entities or Persons is liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Assets or any part thereof, the physical condition thereof, environmental matters, the income, expenses or operation thereof, the financial prospects for the Business, the uses which can be lawfully made of the Assets under applicable zoning or other laws or any other matter or thing with respect thereto, including any existing or prospective Permits. Without limiting the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and in the documents and instruments delivered by or for Seller at the Closing, Seller is not liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations, warranties, agreements, arrangements, understandings, investment bankers or real estate brokers "setups" or offering materials or any other information respecting any or all of the Assets furnished by Starwood, ITT, Sheraton, SGC, SDIC or any affiliate, representative or other person representing or purportedly representing any of the foregoing. Nothing contained in this Section 6.2 shall be deemed to impair, limit or otherwise affect any rights of Buyer under this Agreement in respect of the representations, warranties and covenants of Seller set forth in this Agreement and the other provisions hereof binding on Seller.
No Implied Representations. The Agent shall not be liable for any representation, warranty, agreement or obligation of any kind of any other party to this Agreement or anyone else, whether made or implied by Holdings or any other Borrower in this Agreement or any other Loan Document or by a Lender in any notice or other communication or by anyone else or otherwise.
No Implied Representations. No representations, agreements, covenants, warranties, or certifications, express or implied, shall exist as between the parties, except as specifically set forth in this Agreement.
No Implied Representations. The Purchaser and the Company acknowledge that, except as expressly provided in Articles 4 and 5, neither party hereto, and none of the Associates of either party hereto, has made or is making any representations or warranties whatsoever, implied or otherwise.
No Implied Representations. Notwithstanding anything to the contrary contained in this Agreement, it is the express understanding of U.S. Concrete and Newco that the Stockholders are not making any representation or warranty whatsoever, express or implied, other than those representations and warranties of the Stockholders expressly set forth in this Agreement.
No Implied Representations. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, IT IS THE EXPLICIT INTENT OF EACH PARTY HERETO THAT NEITHER SELLER NOR PURCHASER NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES IS MAKING NOR HAS ANY SUCH PERSON MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY SUCH PERSON IN THIS AGREEMENT (INCLUDING THE SCHEDULES HERETO), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE FUTURE BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION OR PROSPECTS OF THE REF-FUEL ENTITIES OR AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY OF ANY OF THE PROPERTIES OR ASSETS OF THE REF-FUEL ENTITIES. IT IS UNDERSTOOD THAT, AT CLOSING, PURCHASER WILL TAKE THE SELLER INTERESTS AS IS AND WHERE IS WITH ALL FAULTS EXCEPT AS EXPRESSLY PROVIDED HEREIN. IT IS UNDERSTOOD AND AGREED THAT ANY ESTIMATES OF FUTURE COSTS, PROJECTIONS OR OTHER PREDICTIONS CONTAINED OR REFERRED TO IN THE SCHEDULES HERETO OR IN ANY OTHER MATERIAL THAT HAS BEEN PROVIDED TO PURCHASER OR ANY OF ITS AFFILIATES, AGENTS OR REPRESENTATIVES ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES. PURCHASER ACKNOWLEDGES THAT IT IS KNOWLEDGEABLE ABOUT THE WASTE-TO-ENERGY BUSINESS AND THAT IT HAS HAD, AND PRIOR TO THE INITIAL CLOSING WILL HAVE, ACCESS TO THE BOOKS, RECORDS, FILES AND MANAGEMENT PERSONNEL OF THE REF-FUEL ENTITIES FOR THE PURPOSES OF A COMPREHENSIVE DUE DILIGENCE REVIEW OF THE REF-FUEL ENTITIES.
No Implied Representations. 22 6.04 Disclosure.......................................................................... 22
No Implied Representations. Notwithstanding anything to the contrary contained in this Agreement, Purchaser has not made any representation or warranty whatsoever, express or implied, other than those representations and warranties of Purchaser expressly set forth in this Agreement.
No Implied Representations. Notwithstanding anything contained in this Article or any other provision of this Agreement or any of the related documents, it is the explicit understanding of each party hereto that the Company and the Stockholders are not making any representation or warranty whatsoever, express or implied, other than those representations and warranties of the Company and the Stockholders in this Agreement and the related documents. It is understood that any estimates, projections or other predictions which otherwise have been provided to PalEx are not and shall not be deemed to be representations or warranties of the Company or the Stockholders, but as the good faith estimates and assumptions of the Company and the Stockholders intended to be reasonable at the time made concerning the most likely course of the Company and its businesses. The Company, the Stockholders and PalEx acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other predictions, that the Company, the Stockholders and PalEx are familiar with such uncertainties, that the Company, the Stockholders and PalEx are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other predictions so furnished to them, and that neither PalEx, the Stockholders nor any of the Founding Companies shall have any claim against anyone with respect thereto.
