Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. The Company acknowledges that, except as provided in Article 4 or in the other Transaction Agreements, none of Parent, Production Company, UnSub, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any express or implied representation or warranty of any nature whatsoever to the Company or any of its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company. Without limiting the generality of the foregoing, the Company acknowledges that none of Parent, Production Company, UnSub, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its Subsidiaries or the future business and operations of Parent and its Subsidiaries or (ii) any other information or documents made available to the Company or its Affiliates or Representatives with respect to Parent and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents), except as expressly set forth in Article 4 or in the other Transaction Agreements.

No Additional Representations or Warranties. The Company acknowledges that, except Except as otherwise expressly provided in Article 4 or in III (as modified by the Company Disclosure Schedule), Purchaser hereby expressly disclaims and negates any other Transaction Agreements, none of Parent, Production Company, UnSub, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any express or implied representation or warranty of whatsoever (whether at Law or in equity) concerning the Sellers, the Company, their Affiliates, and any nature whatsoever matter relating to the Company or any of its Affiliates and no such party shall be liable in respect them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or concerning the accuracy or completeness of any other information provided made available to the CompanyPurchaser, its respective Affiliates or any of their respective Representatives by, or on behalf of, Purchaser, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, the Company except as expressly outlined in this Agreement, Purchaser hereby acknowledges and agrees that none of Parentthe Sellers, Production the Company, UnSubnor any other Person on behalf of the Sellers or the Company has made or makes any representation or warranty, whether express or implied, concerning any Merger Subprojections, any Parent Stockholder forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its Subsidiaries the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or the future business and operations of Parent and its Subsidiaries not included in any management presentation or (ii) in any other information or documents made available to the Company or Purchaser, its respective Affiliates or Representatives with respect to Parent and its Subsidiaries or any of their respective businesses Representatives or operations (including as to the accuracy or completeness of any other Person, and that any such information representations or documents), except as warranties are expressly set forth in Article 4 or in the other Transaction Agreementsdisclaimed.

No Additional Representations or Warranties. The Company acknowledges that, except Except as otherwise expressly provided in Article 4 or in IV (as modified by the Purchaser Disclosure Schedule), the Company hereby expressly disclaims and negates any other Transaction Agreements, none of Parent, Production Company, UnSub, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any express or implied representation or warranty of whatsoever (whether at Law or in equity) concerning Purchaser, its Affiliates, and any nature whatsoever matter relating to the Company or any of its Affiliates and no such party shall be liable in respect them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or concerning the accuracy or completeness of any other information provided made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly outlined in this Agreement, the Company hereby acknowledges and agrees that none neither Purchaser nor any other Person on behalf of ParentPurchaser has made or makes any representation or warranty, Production whether express or implied, concerning any projections, forecasts, estimates or budgets made available to the Company, UnSub, any Merger Sub, any Parent Stockholder its Affiliates or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its Subsidiaries Purchaser (including the reasonableness of the assumptions underlying any of the foregoing), whether or the future business and operations of Parent and its Subsidiaries not included in any management presentation or (ii) in any other information or documents made available to the Company or Company, its Affiliates or Representatives with respect to Parent and its Subsidiaries or any of their respective businesses Representatives or operations (including as to the accuracy or completeness of any other Person, and that any such information representations or documents), except as warranties are expressly set forth in Article 4 or in the other Transaction Agreementsdisclaimed.

No Additional Representations or Warranties. The Company acknowledges that, except Except as otherwise expressly provided in Article 4 or in IV (as modified by the other Transaction AgreementsParent Disclosure Schedule), none of Parent, Production Company, UnSubthe Company hereby expressly disclaims and negates, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any other express or implied representation or warranty of any nature whatsoever (whether at Law or in equity) with respect to the Company or Parent Entities, their respective affiliates, and any matter relating to any of its Affiliates and no such party shall be liable in them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect of to the accuracy or completeness of any other information provided made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the Company hereby acknowledges and agrees that none neither the Parent Entities nor any other Person on behalf of Parentthe Parent Entities has made or makes, Production any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, UnSub, any Merger Sub, any Parent Stockholder its affiliates or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Parent and its Subsidiaries Entities (including the reasonableness of the assumptions underlying any of the foregoing), whether or the future business and operations of Parent and its Subsidiaries not included in any management presentation or (ii) in any other information or documents made available to the Company Company, its affiliates or its Affiliates or Representatives with respect to Parent and its Subsidiaries or any of their respective businesses Representatives or operations (including as to the accuracy or completeness of any other Person, and that any such information representations or documents), except as warranties are expressly set forth in Article 4 or in the other Transaction Agreementsdisclaimed.

No Additional Representations or Warranties. The Company acknowledges that, except Except as otherwise expressly provided in Article 4 or in IV (as modified by the other Transaction AgreementsPurchaser Disclosure Schedule), none of Parent, Production Company, UnSubthe Company hereby expressly disclaims and negates, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any other express or implied representation or warranty of whatsoever (whether at Law or in equity) with respect to Purchaser, its Affiliates, and any nature whatsoever matter relating to the Company or any of its Affiliates and no such party shall be liable in them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect of to the accuracy or completeness of any other information provided made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the Company hereby acknowledges and agrees that none neither Purchaser nor any other Person on behalf of ParentPurchaser has made or makes any representation or warranty, Production whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, UnSub, any Merger Sub, any Parent Stockholder its Affiliates or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its Subsidiaries Purchaser (including the reasonableness of the assumptions underlying any of the foregoing), whether or the future business and operations of Parent and its Subsidiaries not included in any management presentation or (ii) in any other information or documents made available to the Company or Company, its Affiliates or Representatives with respect to Parent and its Subsidiaries or any of their respective businesses Representatives or operations (including as to the accuracy or completeness of any other Person, and that any such information representations or documents), except as warranties are expressly set forth in Article 4 or in the other Transaction Agreementsdisclaimed.

No Additional Representations or Warranties. The Company acknowledges that, except Except as otherwise expressly provided in Article 4 or in III (as modified by the other Transaction AgreementsCompany Disclosure Schedule), none each of Parent, Production Company, UnSubthe Parent Entities hereby expressly disclaims and negates, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any other express or implied representation or warranty of any nature whatsoever (whether at Law or in equity) with respect to the Company or Company, its affiliates, and any matter relating to any of its Affiliates and no such party shall be liable in them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect of to the accuracy or completeness of any other information provided made available to the CompanyParent Entities, their respective affiliates or any of their respective Representatives by, or on behalf of, the Parent Entities, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the Parent Entities hereby acknowledge and agree that neither the Company acknowledges that none nor any other Person on behalf of Parent, Production Company, UnSubthe Company has made or makes, any Merger Subrepresentation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Parent Stockholder Entities, their respective affiliates or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its Subsidiaries the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or the future business and operations of Parent and its Subsidiaries not included in any management presentation or (ii) in any other information or documents made available to the Company or its Affiliates or Representatives with respect to Parent and its Subsidiaries or Entities, their respective businesses affiliates or operations (including as to the accuracy any of their respective Representatives or completeness of any other Person, and that any such information representations or documents), except as warranties are expressly set forth in Article 4 or in the other Transaction Agreementsdisclaimed.

No Additional Representations or Warranties. The Company acknowledges thatExcept as expressly and specifically set forth in this ‎Article 3, except as provided in Article 4 or in the other Transaction Agreements, or any certificate delivered pursuant to ‎Section 8.01(b)(iv) (collectively, the “Seller Express Representations”), none of Parent, Production Company, UnSubSeller, any Merger Sub, any Parent Stockholder Company or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives Related Parties has made, or is making and shall not be construed as having made or making, any express or implied representation or warranty whatsoever to Buyer or any of its Related Parties, at law or in equity, and each hereby expressly disclaims any such other representations or warranties (including as to the accuracy or completeness of any information provided to Buyer or any of its Related Parties). Without limiting the generality of the foregoing, none of Seller, any Company or any of their respective Related Parties has made or is making and shall not be construed as having made or making, any express or implied representation or warranty of any nature whatsoever to the Company or any of its Affiliates and no such party shall not be liable in respect of the accuracy or completeness of any information provided to the Company. Without limiting the generality of the foregoing, the Company acknowledges that none of Parent, Production Company, UnSub, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to of: (ia) any projections, estimates or budgets delivered to or made available to the Company or provided to Buyer or any of its Affiliates or Representatives Related Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its Subsidiaries the Companies or any other Person or the future business and operations of Parent and its Subsidiaries the Companies or any other Person, except to the extent arising out of, attributable to or resulting from Fraud, or (iib) any other information or documents made available to the Company Buyer or its Affiliates Related Parties whether orally or Representatives in writing (including in the “data room”, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or its Related Parties or otherwise) with respect to Parent and its Subsidiaries the Companies or any other Person or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents), except as expressly set forth in Article 4 or in the other Transaction AgreementsSeller Express Representations.

No Additional Representations or Warranties. The Company acknowledges that, except Except as otherwise expressly provided in Article 4 or in III (as modified by the other Transaction AgreementsCompany Disclosure Schedule), none of Parent, Production Company, UnSubPurchaser hereby expressly disclaims and negates, any Merger Sub, any Parent Stockholder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any other express or implied representation or warranty of any nature whatsoever (whether at Law or in equity) with respect to the Company or Sellers, the Company, their Affiliates, and any matter relating to any of its Affiliates and no such party shall be liable in them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect of to the accuracy or completeness of any other information provided made available to the CompanyPurchaser, its respective Affiliates or any of their respective Representatives by, or on behalf of, Purchaser, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, the Company except as expressly set forth in this Agreement, Purchaser hereby acknowledges and agrees that none of Parentthe Sellers, Production Companythe Company nor any other Person on behalf of the Sellers or the Company has made or makes any representation or warranty, UnSubwhether express or implied, with respect to any Merger Subprojections, any Parent Stockholder forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Company or its Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its Subsidiaries the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or the future business and operations of Parent and its Subsidiaries not included in any management presentation or (ii) in any other information or documents made available to the Company or Purchaser, its respective Affiliates or Representatives with respect to Parent and its Subsidiaries or any of their respective businesses Representatives or operations (including as to the accuracy or completeness of any other Person, and that any such information representations or documents), except as warranties are expressly set forth in Article 4 or in the other Transaction Agreementsdisclaimed.