Common use of Limitations on Representations Clause in Contracts

Limitations on Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS Article IV, NONE OF PARENT, MERGER SUB I, MERGER SUB II, OR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY PARENT, MERGER SUB I, MERGER SUB II, OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, AND THEIR RESPECTIVE AFFILIATES, THE PARENT COMMON STOCK, THE MERGERS OR THE TRANSACTION, AND PARENT, MERGER SUB I, AND MERGER SUB II DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY AFFILIATE OF PARENT, MERGER SUB I OR MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY THE COMPANY, ANY SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS Article IV, PARENT, MERGER SUB I AND MERGER SUB II HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANY, ANY SELLER, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY OR ANY SELLER, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR REPRESENTATIVES, BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY OF THEIR AFFILIATES. NONE OF PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE COMPANY OR ANY SELLER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS CONDUCTED BY PARENT, MERGER SUB I, MERGER SUB II AND THEIR RESPECTIVE SUBSIDIARIES FOLLOWING THE DATE OF THIS AGREEMENT.

Limitations on Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS Article IVIII (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND THE LETTERS OF TRANSMITTAL, NONE OF PARENTTHE COMPANY, MERGER SUB I, MERGER SUB II, ANY SELLER OR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY PARENT, MERGER SUB I, MERGER SUB II, THE COMPANY OR ANY OF THEIR RESPECTIVE ITS SUBSIDIARIES, ANY SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENTTHE COMPANY, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE ITS SUBSIDIARIES, ANY SELLER, AND THEIR RESPECTIVE AFFILIATES, THE PARENT COMMON STOCKSHARES, THE MERGERS OR THE TRANSACTION, AND PARENT, MERGER SUB I, AND MERGER SUB II DISCLAIM THE COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY SELLER, ANY AFFILIATE OF PARENTANY SELLER, MERGER SUB I OR MERGER SUB II ANY AFFILIATE OF THE COMPANY OR ANY OF THEIR RESPECTIVE ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY THE COMPANYPARENT, ANY SELLER MERGER SUB I OR MERGER SUB II OR ANY OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY PARENTANY SELLER, MERGER SUB I, MERGER SUB II THE COMPANY OR ANY OF THEIR RESPECTIVE ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS Article IVIII (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE) AND THE LETTERS OF TRANSMITTAL, PARENT, MERGER SUB I AND MERGER SUB II THE COMPANY HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANYPARENT, ANY SELLER, THEIR RESPECTIVE ITS AFFILIATES OR ANY OF THEIR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY PARENT, MERGER SUB I OR ANY SELLERMERGER SUB II, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR REPRESENTATIVES, BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF PARENT, MERGER SUB I, MERGER SUB II THE COMPANY OR ANY OF THEIR RESPECTIVE ITS SUBSIDIARIES OR ANY OF THEIR AFFILIATES, INCLUDING, ANY INFORMATION MADE AVAILABLE IN THE DATA ROOM HOSTED BY THE COMPANY IN CONNECTION WITH THE TRANSACTION). NONE OF PARENTNEITHER THE COMPANY, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES ITS SUBSIDIARIES, NOR ANY SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE COMPANY OR ANY SELLER PARENT REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS CONDUCTED BY PARENT, MERGER SUB I, MERGER SUB II THE COMPANY AND THEIR RESPECTIVE ITS SUBSIDIARIES FOLLOWING THE DATE OF THIS AGREEMENT.. Except as disclosed in SEC Reports filed or furnished by Parent with the SEC since January 1, 2020 and publicly available on the SEC’s ▇▇▇▇▇ website not less than two (2) Business Days prior to the date of this Agreement (excluding exhibits and other information incorporated therein, any disclosures contained in the “Risk Factors” section thereof, any disclosure contained in any “forward-looking statements” disclaimer or any other disclosure of risks or any other statements that are predictive or forward-looking in nature in each case other than any specific factual information contained therein, which shall not be excluded), Parent, Merger Sub I and Merger Sub II hereby jointly and severally represent and warrant to the Company as follows as of the date of this Agreement: