Common use of No Other Representations or Warranties; Schedules Clause in Contracts

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Purchased Assets, the Assumed Liabilities or the Transactions, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, or any of Seller’s or its Affiliates’ respective Representatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules heretoDisclosure Schedules), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, the Purchased Assets, the Assumed Liabilities or the Transactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of SellerSellers, or any of Seller’s Sellers’ or its their Affiliates’ respective Representatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules heretoDisclosure Schedules), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V III (as modified by the Schedules heretoSchedules, as supplemented and amended), neither Seller nor none of the Group Companies, any Equity Holder or any other Person makes any other express or implied representation or warranty with respect to Sellerthe Group Companies, the Purchased Assets, the Assumed Liabilities any Equity Holder or the Transactionstransactions contemplated by this Agreement, and Seller the Company disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, or any of Seller’s or its Affiliates’ respective Representatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser the Parent Parties or its their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Parent Parties by any Representative director, officer, employee, agent, consultant, or representative of Seller the Company or the Equity Holders or any of its their respective Affiliates). Seller The Company makes no representations representation or warranties warranty to Purchaser the Parent Parties regarding the probable success or future profitability of the BusinessGroup Companies. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), the Purchased Assets condition of the assets of the Group Companies shall be “as is” and “where is” and the Company makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the tangible assets of any Group Company or as to the condition or workmanship thereof or the use thereof. The disclosure absence of any matter defects therein, whether latent or item in patent. It is understood that any Schedule hereto will Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed to, directly or is material indirectly, contain representations or that such matter could result in a Seller Material Adverse Effectwarranties of the Company or its Affiliates or their respective Representatives.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, the Purchased Assets, the Assumed Liabilities or the Transactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of SellerSellers, or any of Seller’s Sellers’ or its their Affiliates’ respective Representatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto)V, neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Business, the Purchased Assets, the Assumed Liabilities or the Transactionstransactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, Seller or any of Seller’s their respective officers, directors, employees, agents or its Affiliates’ respective Representativesrepresentatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Schedules hereto), Seller (ai) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (bii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule schedule hereto will shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Seller Sellers nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, the Business, the Purchased Assets, the Assumed Liabilities or the Transactionstransactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, Sellers or any of Seller’s their respective Affiliates, officers, directors, employees, agents or its Affiliates’ respective Representativesrepresentatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), each Seller (ai) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (bii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative director, officer, employee, agent, consultant, or representative of such Seller or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule hereto will shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could would reasonably be likely to result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V IV (as modified by the Schedules heretoand the Company SEC Reports), neither Seller the Company nor any other Person makes any other express or implied representation or warranty with respect to Sellerthe Company, the Purchased Assets, the Assumed Liabilities Subsidiaries or the Transactions, and Seller the Company disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, the Company or any of Seller’s or its Affiliates’ respective Representatives, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V IV hereof (as modified by the Schedules heretoand the Company SEC Reports), Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactions, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or Merger Sub or in any other form in consideration or investigation of the Transactions) to Purchaser Buyer or its Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Buyer or its Affiliates or representatives by any Representative director, officer, employee, agent, consultant, or representative of Seller the Company or any of its Affiliates). Seller The Company makes no representations or warranties to Purchaser regarding Buyer, Merger Sub or their respective Affiliates or representatives regarding: (i) merchantability or fitness for any particular purpose; or (ii) the probable success or profitability of the Business, the Purchased Assets Company or the use thereofSubsidiaries. The disclosure of any matter or item in any Schedule hereto will shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effectdisclosed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Seller Parent nor any other Person makes any other express or implied representation or warranty with respect to Sellerthe Sellers, the Business, the Purchased Assets, the Assumed Liabilities or the Transactionstransactions contemplated by this Agreement, and Seller Parent disclaims any other representations or warranties, whether made by SellerParent, any Affiliate of Seller, Parent or any of Seller’s their respective officers, directors, employees, agents or its Affiliates’ respective Representativesrepresentatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Schedules hereto), Seller Parent (ai) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (bii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative director, officer, employee, agent, consultant, or representative of Seller Parent or any of its Affiliates). Seller Parent makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule schedule hereto will shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V IV (as modified by the Schedules schedules hereto), neither Seller the Sellers nor any other Person person makes any other express or implied representation or warranty with respect to Sellerthe Sellers, the Purchased AssetsCompany, the Assumed Liabilities Business or the Transactionstransactions contemplated by this Agreement, and Seller disclaims the Sellers disclaim any other representations or warranties, whether made by Sellerthe Sellers, any Affiliate affiliate of Seller, the Sellers or any of Seller’s their respective officers, managers, employees, agents or its Affiliates’ respective Representativesrepresentatives. Except for the representations and warranties contained in this Article V IV hereof (as modified by the Schedules schedules hereto), Seller the Sellers (ai) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Fixed Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (bii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Purchaser or its Affiliates affiliates or Representatives representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to the Purchaser by any Representative director, officer, employee, agent, consultant or representative of Seller the Sellers or any of its Affiliatestheir affiliates). Seller The Sellers makes no representations or warranties to the Purchaser regarding the probable success or profitability of the Company of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule schedule hereto will shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effectdisclosed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V ‎V (as modified by the Schedules heretoDisclosure Schedules), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, the Purchased Assets, the Assumed Liabilities or the Transactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of SellerSellers, or any of Seller’s Sellers' or its their Affiliates’ ' respective Representatives. Except for the representations and warranties contained in this Article V ‎V (as modified by the Schedules heretoDisclosure Schedules), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto)V, neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Business, the Purchased Assets, the Assumed Liabilities or the Transactionstransactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, Seller or any of Seller’s their respective officers, directors, employees, agents or its Affiliates’ respective Representativesrepresentatives. Except for the representations and warranties contained in this Article ARTICLE V hereof (as modified by the Schedules hereto), Seller (ai) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (bii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule schedule hereto will shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, the Purchased Assets, the Assumed Liabilities or the Transactionstransactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of SellerSellers, or any of Seller’s Sellers’ or its their Affiliates’ respective Representatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (b) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Business, the Purchased Assets, the Assumed Liabilities or the Transactionstransactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller, its Affiliates or any of Seller’s their respective officers, directors, employees, agents or its Affiliates’ respective other Representatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Schedules hereto), Seller (ai) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (bii) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Representatives by any director, officer, employee, agent, consultant, or other Representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business, the Purchased Assets or the use thereof. The disclosure of any matter or item in any Schedule schedule hereto will shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material or that such matter could would result in a Seller Material Adverse Effect.