Common use of No Other Representations or Warranties; No Reliance Clause in Contracts

No Other Representations or Warranties; No Reliance. Purchaser, on its own behalf and on behalf of its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except for the representations and warranties of Seller contained in Article III or Article IV, none of Seller or any Affiliate thereof, or any other Person or entity on behalf of Seller or any Affiliate thereof, has made or makes, and Purchaser and its Affiliates have not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, the Transferred Entities, or any of their respective Affiliates, businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Purchaser or its Affiliates any of their respective Representatives by or on behalf of Seller or any Affiliate or Representative thereof. Purchaser acknowledges and agrees that none of Seller or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Purchaser has not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller, the Transferred Entities or any Affiliates thereof or the Business.

No Other Representations or Warranties; No Reliance. Purchaser, on its own behalf and on behalf of its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except (a) Except for the representations and warranties of Seller contained in Article III this Agreement or Article IVin any other Transaction Document, none of Seller or any Affiliate thereof, or any other Person or entity on behalf of Seller or any Affiliate thereof, has made or makes, and Purchaser and its Affiliates have not relied, and will not rely, upon, makes any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates, the Transferred EntitiesAcquired Business, or any of their respective Affiliates, businesses, affairs, assets, Liabilitiesliabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Purchaser or Purchaser, its Affiliates or any of their respective Representatives representatives by or on behalf of Seller or any Affiliate or Representative thereofSeller. Purchaser acknowledges and agrees that none None of Seller or any Affiliate thereof, or any other Person or entity on behalf of Seller or any Affiliate thereof, has made or makes, and Purchaser has not relied, and will not rely, upon, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller, its Affiliates or the Transferred Entities Acquired Business, whether or not included in any management presentation. Notwithstanding anything to the contrary in this Agreement, none of Seller or any Affiliates thereof other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to the Excluded Assets or the BusinessExcluded Liabilities.

No Other Representations or Warranties; No Reliance. PurchaserExcept for the representations and warranties contained in this Article IV, on its own behalf and neither the Company nor any other Person or entity on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to the Company, its Affiliates, its business or operations, or any of their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to ITAC, its Affiliates or any of its Representatives by or on behalf of the Company. Neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty, whether express or implied, to ITAC with respect to any projections, forecasts, estimates or budgets made available to ITAC, their Affiliates or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except for the representations and warranties of Seller contained in Article III or Article IVIII, none of Seller or any Affiliate thereof, or neither ITAC nor any other Person or entity on behalf of Seller or any Affiliate thereof, ITAC has made or makes, and Purchaser the Company and its Affiliates have not relied, and will not rely, relied upon, any representation or warranty, whether express or implied, with respect to the BusinessITAC, Seller, the Transferred Entities, its Affiliates or any of their its respective Affiliates, businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Purchaser the Company or its Affiliates or any of their respective Representatives by or on behalf of Seller or any Affiliate or Representative thereof. Purchaser acknowledges and agrees that none of Seller or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Purchaser has not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller, the Transferred Entities or any Affiliates thereof or the BusinessITAC.

No Other Representations or Warranties; No Reliance. PurchaserExcept for the representations and warranties contained in this Article IV, on its own behalf and (i) neither the Company nor any other Person or entity on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to the Company, its Affiliates, its business or operations, or any of their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to VSAC, its Affiliates or any of its Representatives by or on behalf of the Company, and (ii) neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty, whether express or implied, to VSAC with respect to any projections, forecasts, estimates or budgets made available to VSAC, their Affiliates or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except for the representations and warranties of Seller contained in Article III or Article IVIII, none of Seller or any Affiliate thereof, or neither VSAC nor any other Person or entity on behalf of Seller or any Affiliate thereof, VSAC has made or makes, and Purchaser the Company and its Affiliates have not relied, and will not rely, relied upon, any representation or warranty, whether express or implied, with respect to the BusinessVSAC, Seller, the Transferred Entities, its Affiliates or any of their its respective Affiliates, businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Purchaser the Company or its Affiliates or any of their respective Representatives by or on behalf of Seller or any Affiliate or Representative thereof. Purchaser acknowledges and agrees that none of Seller or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Purchaser has not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller, the Transferred Entities or any Affiliates thereof or the BusinessVSAC.

No Other Representations or Warranties; No Reliance. Purchaser, on its own behalf and on behalf of its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except (a) Except for the representations and warranties of Seller contained in this Article III or Article IVIII, none of Seller or any Affiliate thereof, the Sellers or any other Person or entity on behalf of Seller or any Affiliate thereof, the Sellers has made or makes, and Purchaser and its Affiliates have not relied, and will not rely, upon, makes any representation or warranty, whether express or implied, with respect to the Business, SellerSellers, the Transferred EntitiesCompanies, the Business or any of their respective Affiliates, businesses, affairs, assets, Liabilitiesliabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Purchaser or Purchaser, its Affiliates or any of their respective Representatives representatives by or on behalf of Seller or any Affiliate or Representative thereofthe Sellers. Purchaser acknowledges and agrees that none None of Seller or any Affiliate thereof, the Sellers or any other Person or entity on behalf of Seller or any Affiliate thereof, the Sellers has made or makes, and Purchaser has not relied, and will not rely, upon, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Sellerthe Sellers, the Transferred Entities or any Affiliates thereof Companies or the Business, whether or not included in any management presentation. Notwithstanding anything to the contrary in this Agreement, none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes any representation or warranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Purchaser, on its own behalf and on behalf of its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except Except for the representations and warranties of Seller contained in Article III or Article IVthis Section 4.32, none of Seller or any Affiliate thereof, or (i) neither the Company nor any other Person or entity on behalf of Seller or any Affiliate thereof, the Company has made or makes, and Purchaser and its Affiliates have not relied, and will not rely, upon, makes any representation or warranty, whether express or implied, with respect to the BusinessCompany, Sellerits Affiliates, the Transferred Entitiesits business or operations, or any of their respective Affiliates, businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Purchaser or OceanTech, its Affiliates or any of their respective its Representatives by or on behalf of Seller or any Affiliate or Representative thereof. Purchaser acknowledges the Company, and agrees that none of Seller or any Affiliate thereof, or (ii) neither the Company nor any other Person on behalf of Seller or any Affiliate thereof, the Company has made or makes, and Purchaser has not relied, and will not rely, upon, makes any representation or warranty, whether express or implied, to OceanTech with respect to any projections, forecasts, estimates or budgets made available to PurchaserOceanTech, its their Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Sellerthe Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the Transferred Entities representations and warranties contained in Article III, OceanTech, nor any other Person or entity on behalf of OceanTech, has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to OceanTech, its Affiliates or its respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or its Affiliates or any Affiliates thereof of their Representatives by or the Businesson behalf of OceanTech.

No Other Representations or Warranties; No Reliance. PurchaserExcept for the representations and warranties contained in this Article IV, on its own behalf and (i) neither the Company nor any other Person or entity on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to the Company, its Affiliates, its business or operations, or any of their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to PHP, its Affiliates or any of its Representatives by or on behalf of PHP, and (ii) neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty, whether express or implied, to PHP with respect to any projections, forecasts, estimates or budgets made available to PHP, their Affiliates or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except for the representations and warranties of Seller contained in Article III or Article IVIII, none of Seller or any Affiliate thereof, or neither PHP nor any other Person or entity on behalf of Seller or any Affiliate thereof, PHP has made or makes, and Purchaser the Company and its Affiliates have not relied, and will not rely, relied upon, any representation or warranty, whether express or implied, with respect to the BusinessPHP, Seller, the Transferred Entities, its Affiliates or any of their its respective Affiliates, businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Purchaser the Company or its Affiliates or any of their respective Representatives by or on behalf of Seller or any Affiliate or Representative thereof. Purchaser acknowledges and agrees that none of Seller or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Purchaser has not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller, the Transferred Entities or any Affiliates thereof or the BusinessModulex.