No Additional Representations; Disclaimer. (i) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or its Subsidiaries or their respective businesses, operations or assets, except as expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively. Buyer further agrees that except to the extent provided in this Agreement, neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement. (ii) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that, except for the representations and warranties of Seller and the Company expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively, the Seller Interests are being acquired, and the other transactions contemplated by this Agreement are being consummated “AS IS, WHERE IS, WITH ALL FAULTS” AND WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY OTHER EXPRESSED OR IMPLIED WARRANTY. SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE SELLER INTERESTS OR THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Buyer acknowledges and agrees that it is consummating the Purchase without any representation or warranty, express or implied, whatsoever by Seller or any of its Affiliates or Representatives, except for the representations and wa...
No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of its Affiliates, counsel, advisors, consultants, agents or other representatives, nor any other Person acting on behalf of Seller or any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (including the Assets, the Business and the Assumed Liabilities) except as expressly set forth in the Transaction Agreements or as and to the extent required by this Agreement to be set forth in the Company Disclosure Schedule. Purchaser further agrees that neither Seller, nor any of its Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in certain “data rooms” and online “data sites,” management presentations, management interviews or any other form in expectation or anticipation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. (a) Purchaser acknowledges and agrees that neither Seller nor any of their respective Representatives, or any other Person acting on behalf of either Seller, or any of their respective Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or the Transferred Assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Letter. Purchaser further agrees that neither Seller, nor any of their direct or indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Purchaser resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, and any information, document or material made available to Purchaser or its Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. The Buyer acknowledges and agrees that none of the Seller, the Company, any of their Affiliates or any Representatives of any of the foregoing (a) has made (and the Buyer and its Affiliates have not relied on) any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or its businesses or assets, except as expressly set forth in Article III and qualified by the Seller Disclosure Schedules or (b) will have or be subject to any liability or obligation to the Buyer resulting from the distribution to the Buyer or any of its Affiliates, or the Buyer’s or any of its Affiliates’ use of, any such information, and any information, document or material made available to the Buyer or its Affiliates or any of their Representatives in certain “data rooms” and online “data sites,” management presentations or any other form in connection with the transactions contemplated by this Agreement or otherwise. In connection with the Buyer’s and its Affiliates’ investigation of the Company, the Buyer and its Affiliates have received from or on behalf of the Company certain projections, including projected statements of operating revenues and income from operations of the Company and certain business plan information of the Company. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Buyer and its Affiliates are familiar with such uncertainties, that the Buyer and its Affiliates are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer and its Affiliates shall have no claim against the Seller, the Company, any of their Affiliates or any Representatives of any of the foregoing with respect thereto.
No Additional Representations; Disclaimer. (a) The Buyer acknowledges that neither the Seller, the Company nor any of its Subsidiaries, nor any other Person acting on behalf of the Company or any of its Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or their respective businesses or assets, except as expressly set forth in this Agreement or the Schedules hereto. The Buyer further agrees that, except as provided herein, neither the Seller nor any other Person shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information and any information, document or material made available to the Buyer or the Buyer’s Representatives in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. (i) The Purchaser acknowledges and agrees that neither the Sellers nor any of the Target Companies, nor any Representative or other Person acting on behalf of the Sellers, the Target Companies or any of their respective Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Target Companies or the Timberlands Assets, except as expressly set forth in this Agreement or any Ancillary Agreement or as and to the extent required by this Agreement to be set forth in the Seller Disclosure Letter. The Purchaser further agrees that neither the Sellers nor any of their Affiliates will have or be subject to any liability to the Purchaser or any of its Affiliates or Representatives resulting from the distribution to the Purchaser, or the Purchaser's use of, any such information, including the Confidential Information Memorandum prepared by Xxxxxxx, Xxxxx & Co. dated February 2004 and any information, document or material made available to the Purchaser or its Affiliates or Representatives in certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. (i) Buyer, on behalf of itself and all Buyer Parties, acknowledges and agrees that neither Seller nor any of its Affiliates or Representatives, nor any other Person acting on behalf of Seller nor any of its Affiliates or Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller or the Company or their respective businesses, operations or assets, except as expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), respectively. Buyer further agrees that, except as expressly set forth in Article 3 or Article 4 (as modified by the Company Disclosure Letter), neither Seller nor any of its direct or indirect Affiliates or Representatives (or any of their respective directors, officers, employees, members, stockholders, managers, partners, agents or otherwise), will have or be subject to any liability to Buyer or any other Person resulting from any information, document or material made available to, or used by, Buyer or its Affiliates or their respective Representatives, including information, documents or materials, provided in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. (a) The Buyer acknowledges and agrees that none of the Sellers, the Holding Companies or the Company nor any of their respective Affiliates or representatives, nor any other Person acting on behalf of the Sellers, the Holding Companies or the Company or any of their respective Affiliates or representatives has made any (and the Buyer and its Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Holding Companies, the Company or the Subsidiaries or their respective businesses or assets, except as expressly set forth in this Agreement or as set forth in the Schedules. The Sellers’ Representative, the Sellers, the Holding Companies and the Company acknowledge and agree that neither the Buyer nor any of its Affiliates or representatives, nor any other Person acting on behalf of the Buyer or its Affiliates or representatives has made any (and the Sellers’ Representative, the Sellers, the Holding Companies and the Company and their respective Affiliates have not relied on any) representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Buyer or its businesses or assets, except as expressly set forth in this Agreement or as set forth in the Schedules. The Buyer further agrees that no Seller Indemnitee nor any of their respective Affiliates or representatives will have or be subject to any liability to the Buyer or any other Person to the extent resulting from the distribution to the Buyer, or the Buyer’s use, of any information, document or material made available to the Buyer or its Affiliates or representatives, whether in certain “data rooms” and “data sites” or otherwise, in expectation of the transactions contemplated by this Agreement. For purposes of this Agreement, “made available to the Buyer” shall mean that such materials were delivered to the Buyer or its representatives or posted on the electronic data site maintained in connection with the transactions contemplated by this Agreement, in each case, at least forty-eight (48) hours prior to the date of this Agreement.
No Additional Representations; Disclaimer. (i) The representations and warranties of the Parties expressly and specifically set forth in this Agreement constitute the sole and exclusive representations and warranties of the Parties in connection with the transactions contemplated hereby, and each Party understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed by the Parties. The Buyer further agrees that neither the Seller nor any of its Affiliates will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information, including the Confidential Information Memorandum prepared by Credit Suisse First Boston, LLC dated February 2004 (the “Information Memorandum”) and any information, document or material made available to the Buyer or its Affiliates in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.
No Additional Representations; Disclaimer. (a) Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any of their respective Representatives, or any other Person acting on behalf of either Seller, or any of their respective Representatives, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or the Transferred Assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Letter. Each of Parent and Purchaser further agrees that neither Seller, nor any of their direct or indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have or be subject to any liability to Parent or Purchaser resulting from the distribution to Parent or Purchaser, or Parent or Purchaser’s use of, any such information, and any information, document or material made available to Parent or Purchaser or its Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement.
