Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Buyer expressly acknowledges and agrees that (i) the representations and warranties contained in Article 4 are the only representations and warranties Seller is making regarding the Company and that Seller is not making any representations and warranties with respect to any other information about the Company provided to Buyer in the course of its due diligence investigation of the Company; (ii) except as specifically set forth in this Agreement, Seller is transferring the Shares and the properties and assets held by the Company “as is, where is, and with all faults;” (iii) except for the representations and warranties expressly set forth in Article 4, Buyer is not relying on any representations or warranties of any kind whatsoever, whether oral or written, express or implied, arising out of any statute, regulation or common law right or remedy, or otherwise, from Seller or the Company or directors, officers, employees, agents, stockholders, affiliates, consultants, counsel, accountants, investment bankers or representatives of any of them, as to any matter, concerning the Company or the properties or assets of the Company, or set forth, contained or addressed in any due diligence materials (including the completeness thereof). Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees that, except to the extent expressly addressed by Article 4, any financial information, projections or other information contained in any documents or other materials (including the “Confidential Information Memorandum” or documents in the “virtual data room”) or management presentations that have been or are in the future provided to Buyer or any of its Affiliates, agents, lenders or representatives are not and will not be deemed to be representations or warranties of Seller.

No Outside Reliance. Buyer expressly acknowledges and agrees that (i) the representations and warranties Notwithstanding anything contained in this Article 4 are the only representations and warranties Seller is making regarding the Company and that Seller is not making any representations and warranties with respect to V or any other information about the Company provided to Buyer in the course provision hereof, DFHT and its Affiliates and any of its due diligence investigation of the Company; (ii) except as specifically set forth in this Agreement, Seller is transferring the Shares and the properties and assets held by the Company “as is, where is, and with all faults;” (iii) except for the representations and warranties expressly set forth in Article 4, Buyer is not relying on any representations or warranties of any kind whatsoever, whether oral or written, express or implied, arising out of any statute, regulation or common law right or remedy, or otherwise, from Seller or the Company or their respective directors, officers, employees, agents, stockholders, affiliatespartners, consultantsmembers or representatives, counselacknowledge and agree that DFHT has made its own investigation of the Companies and that neither the Companies, accountantsthe Sellers, investment bankers nor any of their respective Affiliates or any of their respective directors, officers, managers, employees, equityholders, partners, members, agents or representatives of is making any of themrepresentation or warranty whatsoever, express or implied, beyond those expressly given by the Sellers in Article III and the Companies in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any matter, concerning of the Company or the properties or assets of the Company, Companies or set forth, contained or addressed in any due diligence materials (including the completeness thereof)their Subsidiaries. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees thatit is understood that any cost estimates, except to the extent expressly addressed by Article 4, any financial information, or other projections or other information predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including the any such materials contained in any “Confidential Information Memorandum” or documents in the “virtual data room”” (whether or not accessed by DFHT or its representatives) or reviewed by DFHT pursuant to the Confidentiality Agreement) or management presentations that have been or are in the future shall hereafter be provided to Buyer or DFHT and its Affiliates and any of its Affiliatesand their respective directors, agentsofficers, lenders employees, stockholders, partners, members or representatives are not and will not be deemed to be representations or warranties of Sellerthe Companies or the Sellers, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as expressly set forth in Article III or Article IV of this Agreement.

No Outside Reliance. Buyer expressly Notwithstanding anything contained in this Article IV or any other provision hereof, the Company acknowledges and agrees that (i) neither the representations and warranties contained in Article 4 are the only representations and warranties Seller is making regarding the Company and that Seller is not making Buyer, nor either Merger Sub nor any representations and warranties with respect to of their Affiliates, nor any other information about the Company provided to Buyer in the course of its due diligence investigation of the Company; (ii) except as specifically set forth in this Agreement, Seller is transferring the Shares and the properties and assets held by the Company “as is, where is, and with all faults;” (iii) except for the representations and warranties expressly set forth in Article 4, Buyer is not relying on any representations or warranties of any kind whatsoever, whether oral or written, express or implied, arising out of any statute, regulation or common law right or remedy, or otherwise, from Seller or the Company or their respective directors, officers, employees, agentsstockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and the Company has not relied on any representation, warranty or statement of any kind by Buyer or either Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, stockholders, affiliatespartners, consultantsmembers, counselagents or representatives), accountantsbeyond those expressly given in Article IV, investment bankers including any implied warranty or representatives of any of themrepresentation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any matter, concerning of the Company or the properties or assets of the Company, Buyer or set forth, contained or addressed in any due diligence materials (including the completeness thereof)either Merger Sub. Without limiting the generality of the foregoing, Buyer expressly acknowledges and agrees thatit is understood that any cost estimates, except to the extent expressly addressed by Article 4, any financial information, or other projections or other information predictions that may be contained or referred to in the Buyer SEC Documents, the Disclosure Schedules or elsewhere, as well as any information, documents or other materials (including the any such materials contained in any “Confidential Information Memorandumdata room” or documents in reviewed by the “virtual data room”Company or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or are in the future shall hereafter be provided to Buyer the Company or any of its Affiliates, agents, lenders agents or representatives are not and will not be deemed to be representations or warranties of SellerBuyer or either Merger Sub, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in Article IV.