Exclusivity of Representations. The representations and warranties made by the Seller in this Agreement are the exclusive representations and warranties made by the Seller. The Seller hereby disclaims any other express or implied representations or warranties.
Exclusivity of Representations. The representations and warranties made by Buyer in this Article IV are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.
Exclusivity of Representations. The representations and warranties made by Seller and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Seller or any other Person to Buyer or any of its directors, officers, employees, agents or other Representatives, or by Buyer or any other Person to Seller or any of its directors, officers, employees, agents or other Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in certain “data rooms”, investor presentations or other written materials provided by or on behalf of Seller), and, except to the extent resulting from a breach by Seller of the representations and warranties made by Seller in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller nor any other Person shall have or be subject to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the sake of clarity, this Section 10.1, insofar as it relates to the Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated by Sections 1.1(b) and 1.2.
Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).
Exclusivity of Representations. The representations and warranties made by the Company in Section III of this Agreement are the exclusive representations and warranties made by the Company. The Company hereby disclaims any other express or implied representations or warranties with respect to any matter whatsoever, including without limitation, any regarding any pro forma financial information, financial projections or other forward-looking statements relating to the Company and its Subsidiaries.
Exclusivity of Representations. The representations and warranties made by the Company herein are the exclusive representations and warranties made by the Company. The Company hereby disclaims any other express or implied representations or warranties.
Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER AND BUYER, RESPECTIVELY, IN THIS AGREEMENT OR IN THE ANCILLARY INSTRUMENTS ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES, OF SELLER AND BUYER, RESPECTIVELY. SELLER AND BUYER EACH HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE BY SELLER OR ANY OTHER PERSON TO BUYER OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR BY BUYER OR ANY OTHER PERSON TO SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES, OF ANY DOCUMENTATION OR OTHER INFORMATION IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Exclusivity of Representations. 5.9.1 NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, OR THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTATION OR OTHER INFORMATION SO PROVIDED, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT, PURCHASER IS RELYING ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN THIS ARTICLE V AND ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY THE SELLER PURSUANT HERETO; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT PURCHASER’S REMEDIES WITH RESPECT TO FRAUD OR CONSTITUTE A DISCLAIMER OF ANY DOCUMENTATION OR INFORMATION FURNISHED OR MADE AVAILABLE WITH THE INTENT TO DEFRAUD.
Exclusivity of Representations. The representations and warranties made by Seller in this Agreement are in lieu of (and are exclusive of) any other representations and warranties by Seller, or any officer, employee or agent of Seller, express or implied. Seller hereby disclaims any such other representations or warranties (express or implied), notwithstanding any delivery or disclosure of any documents or other information to Buyer, its officers, directors, employees, agents or representatives or any other person.
Exclusivity of Representations. THE TRANSFERRED LLC INTEREST IS SOLD “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTY OR RECOURSE WHATSOEVER, INCLUDING AS TO ITS VALUE (OR THE VALUE, COLLECTABILITY OR CONDITION OF THE LOANS HELD BY THE COMPANY OR ANY OF THE COLLATERAL FOR SUCH LOANS), FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR ANY OTHER MATTER, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW OR OTHERWISE, AND INITIAL MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE TRANSFERRED LLC INTEREST, THE LOANS, OR THE COLLATERAL SECURING THE LOANS.
