No Other Buyer Representations or Warranties. Except for the representations and warranties set forth in Section 5.2, the Company hereby acknowledges and agrees (each for itself and on behalf of its Subsidiaries and its and their respective directors, officers, employees, affiliates, advisors, agents or representatives) that neither Buyer nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company.
No Other Buyer Representations or Warranties. Except for the representations and warranties contained in this Article, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of Buyer. Buyer expressly make any representation or warranty concerning the tax consequences of the transaction contemplated by this Letter to Seller or its shareholders.
No Other Buyer Representations or Warranties. Except for the representations and warranties set forth in Section 2.3, in any other Transaction Agreement, Seller hereby acknowledges and agrees that neither Buyer nor any of its Subsidiaries, nor any of their respective stockholders, Affiliates or Representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or their respective business or operations, including with respect to any information provided, disclosed or delivered to Seller. Neither Buyer nor any of its Subsidiaries, nor any of their respective stockholders, Affiliates or Representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Seller or any other Person resulting from the delivery, dissemination or any other distribution to Seller or any other Person, or the use by Seller or any other Person, of any such information provided or made available to them by Buyer or any of its Subsidiaries, or any of their respective stockholders, Affiliates or Representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Seller or any other Person in certain “data rooms,” confidential information memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the transactions contemplated by this Agreement. Seller acknowledges and agrees that it (i) has had an opportunity to discuss the business of Buyer and its Subsidiaries with the management of Buyer, (ii) has had reasonable access to (x) the books and records of Buyer and its Subsidiaries and (y) the documents provided by Buyer for purposes of the transactions contemplated by this Agreement, and (iii) has been afforded the opportunity to ask questions of and receive answers from officers of Buyer. For the purpose of this Agreement, “Representatives” means, with respect to any Person, such Person’s officers, directors, employees, investment bankers, attorneys, accountants, consultants and other advisors or representatives.
No Other Buyer Representations or Warranties. The Company acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 4, neither the Buyers nor any other Person, makes any express or implied representation or warranty with respect to each Buyer, and the Company, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 4, neither the Buyers nor any of its Affiliates shall have any liability to the Company or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by each Buyer or its Affiliates to the Company or its Affiliates or representatives in the course the negotiation of this Agreement or the Registration Rights Agreement or in the course of the transactions contemplated by this Agreement or the Registration Rights Agreement.
No Other Buyer Representations or Warranties. Seller hereby acknowledges and agrees that, except for the representations and warranties set forth in Article IV, neither Buyer nor any of its Affiliates or Representatives or any other Person has made, is making or shall be deemed to have made any representation or warranty whatsoever, express or implied, written or oral, regarding the subject matter of this Agreement, including with respect to the accuracy of any information provided or made available to Seller or any of its Affiliates or Representatives or any other Person.
No Other Buyer Representations or Warranties. Except for the representations and warranties contained in this Article III, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of Buyer.
No Other Buyer Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article IV, neither the Company nor any of its Subsidiaries is relying, and neither the Company nor any of its Subsidiaries has relied on, any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, including with respect to any information (including any estimates, projections, forecasts or other forward-looking information, business plans or other similar material) provided or made available to the Company or any of its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person (including in “data rooms,” confidential information memoranda, management presentations or otherwise in anticipation or contemplation of the Merger or any other transaction contemplated by this Agreement). Such representations and warranties set forth in Article IV constitute the sole and exclusive representations and warranties of the Buyer, the Transitory Subsidiary and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors in connection with the Merger and each of the Company and its Subsidiaries understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Buyer and the Transitory Subsidiary.
