Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of OmniLit and Merger Sub, and any of their respective directors, managers, officers, employees, equity holders, partners, members or representatives, acknowledge and agree that OmniLit has made its own investigation of the Company and that none of the Company or any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and in the Ancillary Agreements to which the Company is or will be a party, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit or its representatives) or reviewed by OmniLit pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to OmniLit or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, 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 or any Ancillary Agreement to which the Company is or will be a party.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of OmniLit the Company and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equity holderspartners, partnersstockholders, members or representativesRepresentatives, acknowledge and agree that OmniLit the Company has made its own investigation of the Company Acquiror and that none neither Acquiror nor any of the Company its Affiliates or any of its Affiliatestheir respective directors, officers, employees, partners, stockholders, members, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and in the Ancillary Agreements to which the Company is or will be a partyAcquiror Representations, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the equity interest in Acquiror or any assets of Acquiror, and the Company Company, on its own behalf and on behalf of its Affiliates and its and their directors, officers, employees, partners, stockholders, members or its SubsidiariesRepresentatives, disclaim reliance on any representations and warranties, express or implied, other than the Acquiror Representations. Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewherepredictions, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit the Company or its representativesRepresentatives) or reviewed by OmniLit pursuant to the Confidentiality AgreementCompany) or management presentations that have been or shall hereafter be provided to OmniLit the Company or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyAcquiror, 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 or any Ancillary Agreement to which the Company is or will be a partyan Acquiror Representation.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of OmniLit Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equity holdersequityholders, partners, members or representatives, acknowledge and agree that OmniLit Acquiror has made its own investigation of the Company and that none of the Company or any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and in the Ancillary Agreements to which the Company is or will be a party, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit Acquiror or its representatives) or reviewed by OmniLit Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to OmniLit Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, 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 or any Ancillary Agreement to which the Company is or will be a party.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of OmniLit the Group Companies and Merger Sub, their Affiliates and any of their respective directors, managers, officers, employees, equity holdersstockholders, partners, members or representatives, acknowledge and agree that OmniLit has the Group Companies have made its their own investigation of the Company Acquiror and that none neither the Acquiror nor any of the Company its Affiliates or any of its Affiliatestheir respective directors, officers, employees, stockholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Acquiror in Article IV V, any certificate delivered in accordance with Section 9.03(c) and in the Ancillary Agreements other Transaction Documents to which the Company any such Person is or will be a party, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesAcquiror. Without limiting the generality of the foregoing, it is understood that that, except to the extent covered by Section 5.13, any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit the Company or its representatives) or reviewed by OmniLit the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to OmniLit the Company or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyAcquiror, 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 V of this Agreement or any Ancillary Agreement to which the Company is or will be a partycertificate delivered in accordance with Section 9.02(b).

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of OmniLit Lakestar and Merger Sub, Seller and any of their respective directors, managers, officers, employees, equity holdersstockholders, partners, members or representatives, acknowledge and agree that OmniLit has made its own investigation of the Company and that none of the Company Purchaser or any of its respective Affiliates, agents or representatives is making any representation or warranty in connection with the transactions contemplated by this Agreement whatsoever, express or implied, including with respect to any inventory, equipment, assets, properties and business of the Purchaser and its Subsidiaries, beyond those expressly given by the Company in Article IV and in the Ancillary Agreements to which the Company is or will be a partyV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Purchaser or any of its Subsidiaries. , and Purchaser is not making any representation or warranty beyond those expressly given in Article V. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to provided outside of this Agreement and Schedules in connection with the Company Disclosure Letter or elsewheretransactions contemplated by this Agreement, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit or its representatives) or reviewed by OmniLit pursuant to the Confidentiality AgreementSeller) or management presentations that have been or shall may hereafter be provided prior to OmniLit the Closing Date, in each case, in connection with the transactions contemplated hereby, to Seller or Lakestar or any of its Affiliates, their respective agents or representatives are not and will not be deemed to be representations or warranties of Purchaser with respect to this Agreement and the Companytransactions contemplated hereby, and no representation or warranty is made in connection with the transactions contemplated by this Agreement as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV or any Ancillary Agreement to which the Company is or will be a partythis Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of OmniLit Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equity holdersequityholders, partners, members or representatives, acknowledge and agree that OmniLit Acquiror has made its own investigation of the Company Parties and that none of the Company Parties or any of its their Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Parties in Article IV and in the Ancillary Agreements to which the a Company Party is or will be a party, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Parties or its their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit Acquiror or its representatives) or reviewed by OmniLit Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to OmniLit Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyCompany Parties, 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 or any Ancillary Agreement Document to which the a Company Party is or will be a party.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of OmniLit Acquiror and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equity holdersstockholders, partners, members or representatives, acknowledge and agree that OmniLit Acquiror has made its own investigation of the Company and that none of neither the Company nor any of its Affiliates or any of its Affiliatestheir respective directors, officers, employees, stockholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and in the Ancillary Agreements to which the Company is or will be a partyIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit Acquiror or its representatives) or reviewed by OmniLit Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to OmniLit Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, 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 or any Ancillary Agreement to which the Company is or will be a partyof this Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of OmniLit Acquiror and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equity holdersstockholders, partners, members or representatives, acknowledge and agree that OmniLit Acquiror has made its own investigation of the Company and that none of neither the Company nor any of its Affiliates or any of its Affiliatestheir respective directors, officers, employees, stockholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and in the Ancillary Agreements to which the Company is or will be a partyIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit Acquiror or its representatives) or reviewed by OmniLit Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to OmniLit Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, 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 or any Ancillary Agreement to which the Company is or will be a partyof this Agreement.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of OmniLit Acquiror and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equity holdersstockholders, partners, members or representatives, acknowledge and agree that OmniLit Acquiror has made its own investigation of the Company and that none of neither the Company nor any of its Affiliates or any of its Affiliatestheir respective directors, officers, employees, stockholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and in the Ancillary Agreements any ancillary agreement to this Agreement to which it is a party or certificate delivered by the Company is or will be a partypursuant to the Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by OmniLit Acquiror or its representatives) or reviewed by OmniLit Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to OmniLit Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, 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 or of this Agreement and in any Ancillary ancillary agreement to this Agreement to which it is a party or certificate delivered by the Company is or will be a partypursuant to the Agreement.