No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies nor any of their respective Representatives, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business, the Transferred Assets, the Transferred Liabilities or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or in the express representations and warranties made by Seller or the Group Companies in any other Transaction Document. Without limiting the generality of the foregoing, none of the Retained Companies nor any of their respective Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person shall be subject to any Liability to Buyer or any other Person resulting from, Seller or its Representatives making available to Buyer, (i) any projections, estimates or budgets for the Business or (ii) any materials, documents or information relating to Seller, the Group Companies, the Transferred Assets, the Transferred Liabilities or the Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or in any other Transaction Document. In connection with Buyer’s investigation of the Business, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including projected financial statements, cash flow items and other data of Seller and its Subsidiaries relating to the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates and Representatives shall have no claim against the Retained Companies or any other Person with respect thereto, except, in each case, to the extent covered by ...
No Additional Representations; No Reliance. THE PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS IN ARTICLES V AND VI, NEITHER THE ACQUIRED COMPANIES OR THE SELLERS OR ANY AFFILIATE THEREOF NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED COMPANIES, THE BUSINESS OR THE ACQUIRED COMPANY’S OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE PURCHASER, OR ANY OF ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING; (B) THE PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM AN ACQUIRED COMPANY OR THE SELLERS OR ANY OTHER PERSON IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) NONE OF THE SELLERS, THE ACQUIRED COMPANIES OR ANY OTHER PERSON WILL HAVE, OR BE SUBJECT TO, ANY LIABILITY TO THE PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, OR ITS USE, OF ANY INFORMATION REGARDING THE ACQUIRED COMPANIES OR ITS BUSINESS OR MADE AVAILABLE TO THE PURCHASER AND ITS REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE PURCHASER IN THE DATA ROOM HOSTED BY AKERMAN CONNECT, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE ACQUIRED COMPANIES AND THE SELLERS IN ARTICLES IV AND V AND FOR FRAUD, INTENTIONAL MISREPRESENTATION OR WILLFUL MISCONDUCT, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE ACQUIRED COMPANIES AND SELLERS.
No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article 3 or any other Transaction Agreement, no Seller nor any Acquired Subsidiary nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Sellers, the Transferred Equity Interests, or the Acquired Subsidiaries, or any matter relating to any of them, including their respective businesses (including the Business), results of operations, financial condition and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of any Seller or any Acquired Subsidiary, and that any such representations or warranties are expressly disclaimed.
No Additional Representations; No Reliance. (a) Sellers acknowledge and agree that except for the representations and warranties expressly set forth in Article 4 or any other Transaction Agreement, neither Purchaser, any of its Subsidiaries nor any other Person on Purchaser’s behalf has made or makes, and Sellers have not relied upon, any representation or warranty, whether express or implied, with respect to Purchaser, or any matter relating to Purchaser, including its businesses, results of operations, financial condition and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Sellers or their respective Affiliates or any of their respective representatives by or on behalf of Purchaser, and that any such representations or warranties are expressly disclaimed.
No Additional Representations; No Reliance. (a) Parent acknowledges and agrees that except for the representations and warranties made by Buyer in Article III or in any certificate delivered pursuant to this Agreement, neither Buyer nor any other Person makes any other express or implied representation or warranty with respect to Buyer and its Affiliates and their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects. Neither Buyer nor any other Person will have or be subject to any liability or other obligation to Parent, its Representatives or any Person resulting from the use by Parent or any of its Representatives of any information, unless any such information is expressly and specifically included in a representation or warranty contained in Article III or in any certificate delivered pursuant to this Agreement and then only as expressly provided in this Agreement or such certificate. Buyer disclaims any and all other representations and warranties, whether express or implied, and Parent expressly disclaims reliance on any such other representations or warranties.
No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III, neither Seller nor any Business Group Member nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests, the Business Group, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Business Group Member, and that any such representations or warranties are expressly disclaimed.
No Additional Representations; No Reliance. (a) Buyer acknowledges and agrees that none of the Retained Companies nor any of their respective Representatives, nor any other Person, whether on behalf of the Retained Companies or otherwise, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business or other matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or the other Transaction Documents. Without limiting the generality of the foregoing, none of the Retained Companies nor any of their respective Representatives, nor any other Person, whether on behalf of the Retained Companies or otherwise, has made a representation or warranty to Buyer with respect to, and neither Seller nor any other Person shall be subject to any Liability to Buyer or any other Person resulting from, Seller or its Representatives making available to Buyer, (i) any financial statements, projections, estimates, budgets or forecasts for the Business or (ii) any materials, 41
No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II (
No Additional Representations; No Reliance. (i) Buyer acknowledges that neither the Company nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or other matters that is not specifically included in this Agreement or the Disclosure Schedule.
No Additional Representations; No Reliance. The Buyer acknowledges that the Seller and the Company have not made nor shall any of them be deemed to have made any representation, warranty, covenant or agreement, express or implied, with respect to the Target Companies, the Business or the transactions contemplated by this Agreement, other than those explicitly set forth herein or in any document, agreement, certificate or other instrument delivered in connection herewith. The Buyer will not assert, except to the extent provided in Section 10, any claim against the Seller or any of their respective partners, directors, officers, employees, advisors, agents, stockholders, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or hold the Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information furnished by the Company, the Seller, or such persons concerning the Business, the Target Companies, this Agreement or the transactions contemplated hereby.
